Spider
by Benjamin J Brown
Summary: AU. Tells Spider-man's story from the beginning in a new version. Main details the same but new twists on the characters and some of the plots. I don't claim to own Spider-man or any other Marvel characters or related things.
1. The Bite

Peter Parker watched the experiment in wonder. Norman Osborn was a genius, there were no two ways about it. Despite the level of genius going into the experiment and the fact that Peter was a 15 year old high school student, he understood everything that was going on; the neutronic converter, powered by the large reactor behind Osborn, was being used to power up the device, designed apparently to cure cancer and other such terminal diseases, through applied radiation.

"Your dad's a genius." Peter said quietly to his friend, Harry, as he pushed his glasses up his nose and took a snapshot using the camera hanging from his neck "Seriously, using the cure for a disease to kill it, like drowning it, it's brilliant."

"No, he just wanted a better weapons contract. This is the base line for some fancy-ass gun." Harry said frowning as he ran his hand through his dark brown hair "Or some other spiel like that, I try to make it sound like I have an interest in the family business, but I couldn't care less."

"Hey, at least your family has a business, and some decent money. My aunt and uncle struggle to scrape together enough to pay the rent and feed us each month." Peter said.

"Yeah, that they earn a humane way." Harry said "Most of my dad's money comes from weapons stuff. It comes from killing people, which sucks, you know?"

"Yeah, I know." Peter replied, going to take another photo before being pushed by another guy about twice his size, causing his glasses to fall off.

"Aww, look, puny Parker's friend is his hero's kid." The boy said, smirking as he looked at Peter looking around for his glasses "Aww, has Parker lost something?"

"Hey, Flash, knock it off." Harry said, making Flash laugh "Seriously, quit it."

"Or what?" Flash said "Is daddy's little hippy going to cry?"

"I'm not a hippy…" Harry replied quietly "I just don't like getting stuff paid for by murder is all…"

"Aww, that's-" Flash began before having a blonde girl push past him.

"-Sweet." The girl said, smiling at Harry before bending down and picking up Peter's glasses and handing them to him "Are you okay?"

Peter went red slightly. The girl's name was Gwen Stacey. She'd been in the class since the start of the semester. She was the daughter of he police captain, or so he'd heard from Harry. Aside from being the most popular girl in the school, she was also one of the better looking; the kind of girl that never spoke to guys like him, much less helped them out with bullies. He was so engrossed in her that he failed to notice that spider that had just come out of the beam from the device come down on a web line and land on his hand.

"Y-yeah, I'm fine." Peter said, before wincing in pain as the arachnid bit him "Oww."

"Something the matter?" Gwen asked.

"Yeah, just some spider just me…" Peter said before collapsing to the floor.

"Oh my god, I knew he was a wuss, but Parker just proved it. I mean, feinting after a bug bite." Flash said, laughing and high fiving one of his friends, earning a look that could kill from Gwen.

"Hey, how do you know he's not allergic?" She said aggressively "Geez Flash, you are so stupid."

"Hey, dad." Harry yelled, waving his arms, trying to get his attention before wolf whistling and yelling "Dad! Someone's hurt!"

He turned to Gwen, kneeling by Peter with him propped up against her shoulder, his breathing shallow. Norman deactivated the experiment and began walking over.

"See, can't afford to be seen in a bad light." Harry said, turning to Norman as he got there "Dad, my friend's hurt because of the experiment."

"And what am I expected to do about it?" Norman replied coldly.

"You're meant to get him out of here, along with me and Gwen, and send us to NY general." Harry said, obviously having tried going toe to toe with his father before and being determined not to get the same outcome this time.

"Fine." Norman said, pressing the button on his earpiece "Jones, prep the chopper. My son and two of his friends are on their way up for a trip to NY general."

"Understood sir." The voice of a man said over the earpiece.

"Go on then." Norman said to Harry "Before I change my mind."

"Thanks…" Harry said as he helped Gwen pick Peter up and they carried him through into the lift, pressing the button to get up to the heliport on the top floor, which itself had another lift onto the roof.

As soon as they got onto the roof, the pair put Peter into the chopper before getting in themselves. As the chopper took off, Harry looked out the window. He couldn't believe how his father had been willing to let Peter stay there after what could, for all they knew, be a fatal allergic reaction. Still, the man was his father, and he had to love him, no matter what…


	2. I feel Amazing

Peter slowly came to in a hospital bed. He looked around, squinting and trying to spot his glasses. He put them on and noticed that his vision was blurry. He took the glasses off and found it was much better. He looked at the glasses, slightly confused, before putting them down on the table beside his bed.

The next thing he did was look at the clock. It was one of those digital ones that had the date as well as the time. It read as June 20th. It had been over 24 hours since he'd passed out on that field trip. He remembered feeling terrible then, but now he felt good, better than good, great.

As he laid there thinking about it, a grey haired woman in jeans and a sweater walked in, followed closely by a grey haired man in jeans and a t-shirt. The couple walked over to Peter's bed and sat beside it.

"Hey there kiddo." The man said "How're you feeling? The doctors said you had an allergic reaction to some kind of bug bite."

"Yeah, I feel fine." Peter said "Must've sweated it out over night."

"Well, that's good to hear." The woman said "Is there anything you need us to get you? A sandwich? Chicken soup? I know how poorly these hospitals feed you."

"Its fine, aunt May." Peter said "Don't worry about me, I feel amazing."

"Are you sure?" She said "You're not just saying that?"

"May, stop babying the boy." The man said, grinning at Peter "If he says he's fine, he's fine, right Pete?"

"Yeah, thanks Uncle Ben." Peter said with a laugh "So, any chance you can get a doctor in here to discharge me?"

…..

A few hours later, Peter was getting ready to leave. His aunt and uncle were taking some of his things that were in the room out to the car. As Peter bent down to pick up a book that Harry had dropped by earlier, he felt a light tingling in his head. It was as if his peripheral vision was suddenly expanded to things he shouldn't have been able to see, things he had barely clocked onto.

Gwen was coming into the room. There was a wet floor sign the cleaner had left out. She obviously hadn't noticed it and was walking a bit quickly. He bolted up in time to see her about to go flying on the water on the floor. He leapt over the bed and caught her just as she slipped.

"Wow, talk about think fast." She said with a laugh as he set her back upright "Flash would probably be left speechless at seeing that; you act faster than him. He'd let me fall flat on the floor."

"Oh, are you and him a thing then?" Peter said "If you don't mind me asking."

"We were." She said "But he's a major jerk. Never actually saw it before that thing on the field trip."

"Yeah, well, don't worry, you could probably get any guy you wanted." Peter said.

"That's sweet." She replied "Thank you."

"You're welcome." Peter said, blushing slightly before realising he was still holding her up despite the lack of need to and letting her go before walking over to the other side of the bed again and picking his book up off the floor "Anyway, I'm out of here. Thanks for dropping by."

"It's cool." She said "Couldn't very well leave you in here possibly dying, could I? Unlike your friend Harry, I don't get constant updates from your aunt and uncle."

"Yeah." Peter laughed "I mean, why would you?"

"I don't know, why would I?" She said, raising an eyebrow.

"Yeah, well, anyway, I've got to go. My aunt and uncle are waiting." He said, going to walk out then sighing and turning around "Gwen, do you want to maybe go get a burger or something sometime?"

She looked at him for a moment, kind of shocked. The she smiled lightly at him.

"Sure, that'd be nice." She said, grabbing his hand and a pen off the bedside table, writing something on his hand "Call me."

She pushed the pen into his other hand then walked out. He looked down to see what she'd written. It was her number followed by the words 'don't keep me waiting'. He grinned to himself before walking out of the room and heading to his uncle's car.


	3. That's wierd

Peter threw his bag at his bed when he got in. He was obviously putting more force behind it than he realised when he threw it; it flew straight past the bed and hit the wall with a heavy 'thud'.

"Peter?" May called up "Are you okay? Did you fall?"

"No, I'm fine thanks Aunt May." He said "Just threw my bag a bit harder than I thought."

"Okay then, if you're sure…" She called up "Dinner will be ready in about an hour."

"Okay, great, thanks." He replied "I'll be down in a little while."

He moved over to his TV and turned it on, followed quickly by his x-box. He looked at his shelf and ran his finger along it, looking for Halo 3. After a second, he found it and put it in the console, starting to play.

He lost track of time completely while playing the game, so was shocked when his aunt called him to say dinner was ready. He went to drop the controller on the bed, only it stayed attached to his finger tips. He pulled it off, only for it to stick to his other hand. He shook his hand and wrist, feeling the controller press down on the centre of his palm as his hand bent up. As it did, a thin stringy looking substance shot from his wrist. He finally got the controller detached from his hand, then grabbed the stringy substance.

It was sticky, like some kind of web. He tried pulling it apart, struggling with it. It felt like he was trying to pull steel apart. Eventually, he sighed, relaxing the muscles in his arms. As he did, the web simply detached itself from his arm.

"Okay, that's weird." He said, getting up off his bed, and trying to figure out what was up with him.

First his vision suddenly improving, then that thing with Gwen in the hospital, not to mention the lack of control over how much force he used when throwing his bag and now this. He decided he'd take some time to figure it out later. After dinner.

…..

About an hour and a half later, he went back up to his room. He looked at his wall where the web had hit it earlier. The web was almost halfway dissolved. He shrugged it off then moved to the microscope he'd been given by Harry for his birthday last year. It was one of those fancy ones that people spent a ridiculous amount of money on for not that many extras, but then again, for Harry, it was chump change.

He picked up a pin and pricked his finger, barely wincing as he did. He squeezed the wound, catching the single drop of blood that fell from it on a slide. He put the slide on the microscope and looked through it at one of the higher magnifications.

The molecules in his blood clearly had the usual elements, but there were _other_ elements too. As far he could tell, it looked like some kind of infection, but if it was an infection, why did he feel so good?

He was left wondering that as his cell phone rang. He pulled it out of his pocket and looked at the caller ID. It was Harry.

"Hey, what's up?" Peter said.

"Nothing, just saw something in the Daily Bugle you might like." Harry replied "Page 17. Sorry I can't chat buddy, some of us actually need to work to do our science paper."

"Okay, see you later." Peter said "Thanks for the heads up."

"Any time." Harry said "Later."

Peter put the phone down as Harry hung up. Peter went down the stairs, grabbing the paper from the dining table and flicking through the pages for a second before reaching page 17. It was an ads page. On it was an ad for an amateur wrestler to come for a promo match for the contender for the title belt.

Peter laughed to himself for a minute. He knew why Harry had told him he'd like that; in their freshman year of high school, he'd tried out for the wrestling team because of a paper he was writing on the physics of it. He'd ended up with a concussion and Flash constantly picking on him for his troubles.

Then again, this infection of his seemed to have upped the ante of his physical abilities a bit. He smirked. He was going to have to give it a go. He picked up his cell phone and called the number shown.

After a long signing up conversation, the woman on the other end said "Okay, now a couple of details; what name do you want for in the ring?"

"The Spider." Peter said.

"Okay, let me check." The woman said "Sorry, that name's taken. I can give you Spider-man?"

"That's cool." Peter said "What's the other question?"

"Hold on a second." The woman said "No, that's about it. Okay, thank you, we'll see you on Friday evening."

Peter hung up the phone then smirked. That was going to be easy money. All he needed now was a costume.


	4. The Match

Peter walked up to the front desk of the arena. He was wearing a red sweatshirt, blue joggers, white trainers and sun glasses. He had a backpack on with the costume he'd made in it.

It was a red and blue outfit, consisting of a tight blue bottom piece, a tight red and blue top piece with web pattern over the red, red gloves and boots, also with the web pattern. It also had a red mask, the pattern present again. It had large semi-oval eye holes with black edges, ending in points flicking up and in to the centre at the top.

"Hey, I'm here for the fight." He said "I'm Spider-man."

"Right…" The woman at the desk said "Down the hall, take a left, first door on your right is the changing room. Someone will collect you when it's time for you to go out. Good luck. You're going to need it."

"Thanks." Peter said, ignoring the last comment as he walked off.

About fifteen minutes later, there was a knock on the door of the changing room. A second later, a man came walking in.

"Right kid, you ready to get out there?" He said, not waiting for an answer before turning to the door, tossing back "Come on then, follow me. We don't have all night you know."

Peter followed the man before being led into a ring. The man stood in the middle and took a microphone from the referee.

"Ladies and gentlemen, tonight we have a new fighter in the arena! In the red corner, we have the returning champion, a man who needs no introduction, the Bonesaw!" He said, gesturing to the large muscular man with long black hair in shorts and a vest opposite Peter before gesturing to Peter "And in this corner, our new comer, the Spectacular Spider-man!"

The announcer stepped out of the ring and the bell rang. The large man opposite Peter charged at him. The tingling feeling he'd got in the hospital was back. He'd need to think of a better name than 'weird tingly feeling', but he had more pressing matters right now.

He jumped in the air, doing a triple somersault and landing behind the larger man. This didn't serve to do anything for the man's mood, since he spun around and charged Peter. This time, there wasn't enough room for Peter to get out of the way entirely, so, while the attack didn't connect with his jaw as it had been intended to, it did connect with his gut, winding him for a moment.

"Hey, nice shot." Peter said, grinning under his mask "I nearly felt that one. So, what, the weights you do hollow or something?"

The man yelled in rage and went to swing for Peter, with Peter ducking under the blow. Then, Peter countered with an uppercut to the man's jaw. He felt the man's jaw give way under the attack. Looked like Peter had done some damage.

"Well, I guess that rules out a meaningful conversation." Peter said with a laugh "And we were just getting to know each other too."

The man looked at Peter, blood round his mouth, and spat out what looked like one of his teeth. Peter felt bad for doing that; he hadn't meant to cause the man any real harm, maybe knock him down a peg or two, but nothing major. As he was thinking, he failed to register the buzzing in his head or the other man charging at him, knocking him to the ground and then proceeding to start hitting him. Hard.

Peter laid there for a moment before moving his legs between him and the man and using them to launch the other man up in the air, landing on the arena floor with a hard thud. The referee came over and counted. Then, he moved over to Peter, who had just pulled himself up, grabbed his wrist and pulled his arm in the air.

"Winner!" He called out and the cameras all started flashing.

Peter didn't notice any of it though. He just knew he'd won.

…

Ben Parker walked into Wilson Fisk's office. He tossed his report down on the large bald man's desk.

"I'm sorry Mr. Fisk." He said "Your plant doesn't meet safety standards. We're going to have to close it down."

"Is that really necessary?" Fisk said, pulling a cheque book and pen from his jacket pocket "Surely, we can reach some kind of arrangement. How much will it cost me to sweep this under the rug?"

"It's not a matter of money." Ben replied "I can't leave a plant with inadequate safeties open."

"Are you certain I can't _persuade_ you to rethink your assessment?" Fisk said, a little forcefully this time and with a hint of menace in his voice "I'd hate to see something happen to you."

"Is that a threat?" Ben said, before turning and walking out "Good bye, Mr. Fisk."

Fisk sat there for a moment before putting his cheque book and pen away. He picked up the phone from his desk and dialled a number.

"Hammerhead?" He said "I need you to deal with someone for me. He's making a business transaction rather difficult."

"Sure. Who is it?" The man's voice said down the phone.

"His name is Ben Parker." Fisk said "Make it look like a car jacking."

"On it boss." The man said before hanging up.

Fisk got up and moved to his window, withdrawing a cigar and lighter from the top drawer of his desk as he got up to look out the window. He lit the cigar as he watched Ben drive away. There was no way he'd make it home tonight.


	5. Great Power, Great Responsibility

Peter walked out of the changing room, his bag slung over his shoulder. He walked into the promoter's office. The man was sat there, counting out hundred dollar bills. He counted out five then tossed them on the desk. Peter looked at it for a moment.

"Funny, I could've sworn that I was meant to get more than that." Peter said.

"Funny, I could've sworn I don't give a crap." The promoter said "Now beat it."

Peter picked up his money and walked out. As he did, he saw a man in a black leather jacket and shades walk into the office. A moment later, as he waited for the elevator, the man came running out, a full bag in his hand. He darted into the lift, the doors closing as he grinned at Peter, a look of gratitude on his face. The promoter got to the lift just as the doors closed.

"What the hell's the matter with you?" The promoter said "Now he'll get away. With _my _money!"

"Funny, I could've sworn I don't give a crap." Peter said as the other lift got there and he stepped in, pressing the ground floor button, adding with a smirk as the doors closed "Later."

…..

Peter got about half way to the bus stop before he noticed just how many police cars were going past. He thought about it for a moment before turning and going down the street they were all heading down. It took five minutes before he noticed the cluster of police cars. He sped up his walk and broke into a full blown run when he saw who was lying in a pool of blood in the middle of the side walk. He collapsed next to his uncle.

"P-Peter?" Ben said "Is that you?"

"I'm here Uncle Ben." Peter said, welling up slightly as he turned to the police officer behind him "What happened?"

"There was a carjacker." The cop said "He shot your uncle."

"Peter…" Ben said "You're going to be a great man. You could do anything, the power's in your hands, but remember, with great power comes great responsibility."

"Don't worry Uncle Ben, you're going to be fine." Peter said, taking his uncle's hand right before he fell limp.

Peter turned to the cop, his face one of pure anger.

"Where'd the guy who did this go?" He said, the cop hesitating "Tell me!"

"Okay, okay…" The cop said "He was last seen heading for the docks. Don't worry, we've got half the force on this guy."

"That's not good enough…" Peter said to himself quietly, before speaking up "Okay, thanks."

He ran off into the alley about a minute away from them. He hoped this would work. He put a hand on the wall, then the next one slightly higher up and began pulling himself up, clinging to the wall. Just like a spider.

Once he was on the roof, he changed into his outfit and put his clothes in his bag, webbing the bag to the side of the large fan on the roof. He turned and began running towards the edge of the roof, diving and landing on the next. He kept doing this, clearing city blocks in moments. Eventually, though, he reached a difficult point; the gap was big, bigger than he thought he could jump.

He looked at his wrist and reached forward, pushing his middle and ring finger into the palm of his hand and flexing his wrist, shooting a web from it. He felt the web make contact with the building and jumped, beginning to swing from it. He repeated the process, narrowly avoiding a head on collision with the building opposite, but still scraping his arm along it.

He continued to swing until he reached the docks. He landed softly on the roof and crawled along the wall, entering through a break in it. He spotted the shooter and quietly crawled until he was above him. He reached down and fired a web line, catching the guys gun and yanking it out of his grasp, tossing the weapon out the window. He jumped down, grabbing the guy and ramming him up against the wall with a lot of force.

He punched the guy in the gut, breaking a few of his ribs, then tossed him across the room into a support pillar. He jumped after the guy, kicking him across the room and up against a wall next to the window. He got closer to the guy and was horrified; it was the guy he'd let get away after the fight.

The guy saw his hesitation and used it; he grabbed a metal pipe off of the floor and hit Peter with it. He moved forward, hitting Peter again as he tried getting up. Peter swung his leg round, knocking the guy down, then picked him up by the throat, holding the man out the window.

"You killed me uncle!" Peter said "Why?"

"Hey man, if I knew that guy was your uncle, I never would've done it." The guy said, obviously terrified.

"I asked why!" Peter yelled.

"Hey, if I told you, he'd kill me!" The guy said.

"And if you don't, I will!" Peter said, dropping the man then catching him with a web line and pulling him back up "Now tell me, who sent you?"

"Okay, okay." The guy said "His name's Hammerhead. He works for the Kingpin, your uncle must've pissed him off somehow. That's all I know, I swear."

"Fine." Peter said, punching the guy in the face and knocking him out "I'll let the cops finish taking out the trash."

Peter climbed to the adjacent window and swung out just as the police cars reached the docks. He swung straight past them, ignoring their demands he froze. He had great power, and it was his responsibility to use it the right way.


	6. Coping

Peter spent the next few days making some alterations to his costume. He added a pair of two way mirrors on the inside of the mask over the eye holes, allowing him to see out but no one to see in. He had also added a large red spider on the back of his costume, matching the black one on the front of his chest.

He had taken to going out swinging in his costume, occasionally stopping small street crimes. He'd been making quite a name for himself, having usurped the front page from Norman Osborne and Wilson Fisk on several occasions, despite the lack of a good picture of him.

He'd also found himself spending more time with Gwen. After his Uncle's death, she'd been coming round a lot, obviously trying to comfort him. It had been helping a bit, but he was still in a difficult patch.

Harry had tried cheering him up too. He'd taken Peter to a number of science museums and exhibits, including one in London, as a misguided attempt at it. However, so far, everyone had failed.

The closest to feeling better he'd had was when he'd been out swinging around the city. He enjoyed the freedom of it. It gave him something else to focus on, even if it was the buzzing in his head he'd come to rely on to be able to swing through the city with ease, or his 'spider-sense' as he'd started to call it.

However, not everything was about swinging around the city stopping minor street crimes. Not everything was about spending time with Gwen or Harry. He'd even found himself unsure of what to say when Gwen asked him out to go see the new _Twilight_ movie with her, though Harry had rapidly answered the question for him, citing how good it would be for Peter after she had left.

Peter was kind of annoyed by that. Not that Gwen had asked him out, or that he was going with her, but the fact that Harry had presumed to know what was and wasn't good for him. He would've said yes in his own time and then he wouldn't have looked as over eager as Harry had made him seem. It made him seem desperate and he didn't like that.

But now wasn't the time to be thinking about that. Now, he was in PE. He'd been gradually improving his performance in front of his peers, so as not to arouse suspicion. He didn't want them thinking he was some kind of super hero, nor did he want them thinking he was on steroids.

"Okay then pipsqueaks!" Mr. Matthews, the PE teacher said "Whose going to fight the captain of our wrestling team, Flash?"

"I'll do it." Peter said, stepping up "You mean fight him and not wrestling, right?"

"Yes I do Parker, why, you afraid you'll lose?" Matthews said.

"No, just worried about Flash's wellbeing." Peter said, grinning at the guy who'd tormented him for years.

"Well, get up there then." Matthews said, pushing Peter up onto the platform lightly "First person to be pinned for three seconds or knocked out of the ring for ten is the loser. Begin!"

Flash circled around, one of his typical tactics. It was meant to make Peter feel scared.

Not this time.

As Flash went to punch him, Peter ducked and rolled under the punch, coming out behind Flash and slapping him round the back of the head.

"Going to have to be better than that." Peter said with a laugh, ducking under Flash's next hit.

He was refusing to do anything to hurt Flash, it was against his nature. Granted, there was a little voice in the back of his mind egging him on, telling him to get Flash back for all the times the bigger guy had picked on him. Still, he had to make sure that he didn't end up putting the other guy into a coma.

Flash swung for Peter again, ducking under the hit again, this time springing back up, catching Flash in the jaw with the corner of his hand. Flash's head snapped back with the impact before he brought his hand down on Peter's head, smashing him down into the floor.

Peter slowly got up. He'd gotten cocky with the blow he'd landed and neglected to acknowledge the sensation in his head. He tapped on the ring floor.

"I'm done." He said "I've proven mu point, no sense in getting in trouble."

"Aww, is puny Parker giving up?" Flash said, obviously ignoring the hit Peter had landed on him.

"No, I just can't be bothered to waist my time." Peter replied as the bell rang "Besides, I've got Physics."

Peter walked out, Harry catching him up and slapping him on the back by way of congratulations as they walked out, leaving Flash looking annoyed at not getting to finish his fight.

…..

Norman Osborne sat in his office. Wilson Fisk sat opposite him, drinking a cup of coffee. Norman did his best to keep his smile unfaltering, but it was difficult. The one person he really disliked was Fisk. Still, nothing he would dare try to do anything about. He knew what tended to happen to those who crossed Wilson Fisk.

"So, how's your performance enhancer coming along, Osborne?" Fisk asked, sipping his drink.

"Come now Wilson, you know as well as I do I won't tell you. Unless of course you want to tell me how that project promethium of yours is coming. What is that anyway?"

"Well, there's nothing you can do to beat me to the military contract on this one now anyway." Fisk said "It's a biological suit, designed to augment the user's natural abilities. It is rather fascinating. As soon as we gave it a kind of mind, it became better than we had ever hoped. Guaranteed to beat your performance enhancers any day."

"Oh really?" Norman said, his curiosity peaked "Who's the designer?"

"Well, that would be telling." Fisk said "However, I recently met the brother of one of the principle designers. He was the victim of a most unfortunate accident. I believe you knew him, or rather, your son did. Benjamin Parker?"

"Parker…. Oh yes, my boy's friend's uncle." Norman said, realising who it was that Fisk meant "Yes, well, I had to attend the man's funeral as a courtesy to my son."

"I'm aware of that." Fisk said "It was such a shame about what happened."

"And before he got to file his report on your new plant too." Norman said, smirking "Funny coincidence there."

"Yes, coincidence, quite." Fisk said with a smirk as he got up "Well then Norman, you must excuse me, I have work to do."

"My sentiments exactly." Norman said, getting up and shaking Fisk's hand with a very false smile "Good bye Wilson. It's been a pleasure as always."

Norman watched Fisk walk out, maintaining the smile until Fisk was well out of the room. He pressed a button on the intercom on his desk.

"Lucy, cancel my appointments for the rest of the afternoon." He said coolly "I'm required downstairs for the testing of the performance enhancers."


	7. Performance Enhancers

Norman walked into the lab on basement level two of Oscorp headquarters. Only the head researcher, Dr. Strom, was still there. They didn't actually have a test subject for the performance enhancers, but they'd tested the chemical on animals and, aside from one trial with a chimpanzee that had led it towards some form of schizophrenia, they'd all gone exactly to plan. Most of the scientists had thought that the monkey going mad was a reason to abandon the experiment, but Norman refused to let it go; why would he? The Human mind was far more advanced than that of a simple monkey.

"Is it ready for testing?" He said.

"Depends on how you define 'ready', Norman." Strom replied "Listen, we can run more tests, try to refine the formula, give me a little while longer."

"That is not an option." Norman replied "Fisk has his Project Prometheum good to go and that's what we've got to beat. Now, get all the basic treatments ready. I'll be the guinea pig on this one."

"But Norman-" Strom began.

"No buts!" Norman said "Now, either help me with this or get out and don't bother coming back."

Strom sighed in defeat, going over to a cabinet and withdrawing three vials, three syringes and another tube. He locked the tube into a metal unit attached to a gas chamber before going over to Norman as Norman removed his jacket and shirt.

"You'll feel a sting, more so on the first and third than the second." He said as he put the vials into syringes and began applying the jabs.

The first was to the base of Norman's neck. The second was the base of his spine. The third was injected directly into Norman's heart. Norman got up and walked into the gas chamber, Strom following him. Strom secured his arms and legs in tight leather restraints, like the ones used if a patient is a danger to themselves, before exiting the chamber, pressing a control outside.

A large metal slab came forward, stopping once it reached Norman and then deploying its own restraints, securing Osborn to it. Strom pressed another button and the liquid was drained from the tube attached to the chamber. The chamber began filling with a pale green gas. After a few moments, the gas dissipated and Norman was released. Strom walked inside, going up to Norman and undoing the restraints.

"Thank you." Norman said with a grin before picking Strom up by the throat "Now, what were you saying about running more tests?"

…..

Peter swung through the city. He'd finished school about half an hour ago so now he was just out swinging around, trying not to think about everything that had been going on recently. He was meant to be going out with Gwen in the evening to see _Predators._ Still, he had a few hours to go before he even had to _think_ about going home to get ready.

He decided to go lower, see if he could find anything going on in the streets. He let go of his web line, waiting a second before shooting another. He repeated the process a couple of times. As he did, he felt a tingling in his head. He looked around, trying to track it. After a moment, he clocked it; an alleyway. There were a pair of thugs there attacking a girl there.

He changed his direction, catching onto one of the walls and bouncing down them, landing behind the two thugs. The girl looked at him, obviously not sure what to make of him.

"You know, it's rude to go through a ladies purse." He said, grinning under his mask as the two thugs turned around "Why, hello there, I'm Spider-man and I'll be your super hero for this evening. Please keep your arms and legs inside the ride at all times."

One of the thugs charged at him. He jumped into the air, doing a double flip before landing on the thug's shoulders.

"Olay!" He said, before spring boarding off the thug's shoulders, kicking him in the head and flooring him.

"I'm out of here!" The other thug said, starting to run away, calling back "You wait 'til Hammerhead hears about this, then you'll be sorry!"

Hammerhead. He'd had Peter's uncle killed. If this guy knew about him, maybe he knew his hangout. It was time for Peter to do what spiders do best; squeeze things out of creatures.

He launched himself up, catching on a wall and launching a web line down, catching the guy's feet and pulling him up by them. He webbed the guy up to the wall opposite him.

"Okay, here's how this is going to work." Peter said "You're going to tell me where Hammerhead hangs out and then maybe we won't be hanging out up here anymore."

"If I tell you, he'd-" The thug began.

"Kill you, I know." Peter said "But, if you don't, well, spiders aren't exactly the friendliest creatures."

"Okay, okay, you win, just don't hurt me." The thug said "He hangs out around the Fisk building, that's where his boss is."

"Kingpin's his boss, why would he be-" Peter started before it clicked "Oh, Kingpin _is_ Fisk. Okay, thanks."

Peter dropped down. The girl was still there.

"Listen miss, can I ask you for a favour?" He said, the girl nodding, obviously slightly scared "Right, first, don't worry, I'm the good guy. Second, when the cops get here, tell them the other guy's up there."

He pointed up. The girl was left there gawping as he swung off, heading towards the Fisk building.

He knew his uncle had been doing the safety inspection for Fisk's new plant on the day he'd died. Peter figured it was safe to assume he'd given Fisk a bad review. Now he just had to do one thing; deal with Fisk and Hammerhead.

…**..**

**Okay guys, next chapter is shaping up nicely. Hope you liked the opening, it's going to come up in a few chapters time. Also, be ready, because Spidey's fight with Hammerhead could get a lil' dark. 'Nuff said. **


	8. Spidey vs Hammerhead

Peter swung into the Fisk building through a ninth floor window, landing softly on the floor. He had no idea where Hammerhead would be, or even if he'd be in the building, but if he was, Peter would find him.

He carefully opened the door, leaving the office he'd swung into. He looked in both directions. If Hammerhead was there, Fisk wouldn't be likely to send him out. Unless there was something that his guards couldn't handle. Something like Spider-man.

He looked around, webbing the security camera down the hall into place. He didn't want to be found unless it was on his terms. He looked around the corridor.

"Eeny meeny miney mo." He said, pointing at the doors near him in turn before going through the one he'd finished on.

There were a few guys in there. One had the top of his head flat and was in a blue suit. The other two were in matching grey suits. The final man was large, bald and in a white suit.

"Ooh, I got me a buy three get one free sale." Peter said, causing the four men to turn around "What do I win?"

"Hammerhead, deal with him." The large man said, the flat headed man nodding.

The flat headed man walked towards Peter before lowering his head and running at him. Peter didn't expect much to come of it and was shocked when he was sent flying with a lot of pain where Hammerhead had hit him.

"So that's why they call you Hammerhead." He said "You might want to consider moisturiser. That must be caused by one hell of a dry scalp."

"Funny." Hammerhead said as he pulled a gun from under his jacket "Let's see if you're as good at dodging bullets as they say."

He began firing. Peter bounced around the room, narrowly avoiding the barrage of lead flying at him. When Hammerhead stopped to reload, Peter fired a web at the weapon, clogging the barrel.

"Oh, I'm sorry, did I break your toy?" He said "Shame about that, I was enjoying our game of bullet tag."

Hammerhead's goons pulled out their guns, being met with the same webbing approach. Peter jumped down, kicking one of the goons in the head and springing up to uppercut the other. He stopped for a moment before being hit by another assault from Hammerhead, sending him flying back.

He crashed through the table behind him before hitting the wall. He rolled just in time to avoid being hit by another attack before leaping up onto the wall. Peter knew that his best bet here was to avoid Hammerhead's attacks until he tired out. If Peter wasn't killed by Hammerhead first.

Hammerhead charged him, head butting the wall and shaking it, causing Peter to fall from the wall and into a hit from Hammerhead, sending him flying through another table and knocking a small container with a black substance in it, breaking the container in the process.

Peter jumped up, shooting a web line at Hammerhead and pulling him up by the feet. Peter walked up to him, stepping in the black goo that had spilled onto the floor, the goo sticking to the bottom of his boot. He grabbed Hammerhead by the hair and pulled him up to his face.

"You had an old man killed for no real reason!" Peter said, slamming his fist into Hammerhead's face "What give you the right to do that?"

"Here's a better one, kid." Hammerhead said "What gives you the right to come in here and pound on me and my guys? I'm sure the police would love to hear about this."

"Maybe they would." Peter said coolly "But then again, I'm sure they'd love to hear about what you've done."

"Oh please, you're no Captain America kid. Don't go giving me that selfless speech about right and wrong." Hammerhead said.

"No, he'd find a perfect solution that wouldn't require this!" Peter said, punching Hammerhead again "He's an icon, but I'm just a man, and sometimes for a man the ends has to justify the means!"

Peter hit him one more time, knocking him out. Then, he walked out, writing a message in a web.

_I'll be back for you Kingpin._

He jumped out of the window, swinging back into the city. He wanted to deal with Kingpin there and then, but he knew that Fisk wouldn't be going anyway. Despite Fisk having all that money, the police would still have no choice but to investigate, and as CEO of the company, he'd be investigated heavily. In the meantime, Peter had promised Gwen he'd meet her to go see the movie and he planned to keep the promise.

…..

Peter and Gwen walked out of the movie theatre. He had been surprised by how good the film was, by his standards anyway. He'd expected it to be yet another movie based off of an old franchise, and having watched _AVP requiem_ with Harry, he'd had low expectations for this movie. He had a slight inkling it had something to do with the company though.

As they got on the bus to get them to Gwen's house, Peter wasn't about to let her head home on her own at half ten at night after what he'd seen while he was out earlier in the day. They sat on the bus chatting, nearly missing their stop.

It wasn't too far to her home, about a two minute walk. They reached the front door, finding her father sat out there having a cigarette. He had dark, greying hair and was wearing a beige suit with a white shirt.

"Oh, hi daddy." Gwen said, obviously not expecting to see him out there "This is Peter. Peter Parker."

"Peter, I've heard a lot about you from my daughter." Gwen's father said, shaking Peter's hand "George Stacey."

"Nice to meet you sir." Peter said, slightly embarrassed "And hold on, what have you heard?"

"Well, for one thing, you've got really good reflexes." George replied "And, well, the rest of it is not something that _I_ should tell you."

"Yes, well, don't you think you should go inside daddy?" Gwen said, trying to be subtle.

"I suppose you're right." He said, getting up and receiving a kiss on the cheek from his daughter "I'm kind of tired. It was nice meeting you Peter."

"You too sir." Peter said, leaning against the wall of the house and grinning at Gwen, waiting for her father to go "So, he's heard a lot about me?"

"Easy boy." She said, returning the grin "Don't get your hopes up."

"Well, he did say that _he_ shouldn't tell me the rest of what he heard." Peter said "Care to elaborate?"

"Not tonight." She said "For now, you'll have to settle for the consolation prize."

She grabbed him by the shirt collar, pulling him in for a kiss. His first instinct was to remove her hands from his collar, but he fought it off, instead just savouring the moment. After a minute or so, she let him go, coming up for air.

"Thought so." She said as she opened the front door and stepped inside "Good night Peter."

"Yeah, good night." Peter said, trying to catch his bearings before smirking to himself as he walked off towards the alley they'd passed on the way so he could get changed.


	9. Welcome to the Daily Bugle

Harry knocked on the front door of Peter's house. Peter's aunt answered the door.

"Oh, hello Harry." She said "Peter's not up yet. You can come in and wait for him if you'd like?"

"Oh, no, that's okay." Harry said "I just came to drop something off for him."

He handed her a piece of paper with a phone number on it.

"New number?" She asked.

"No, it's not mine." Harry said "My mom's friend is the co-owner and editor in chief of the Daily Bugle. They give out internships for photographers every year and we managed to swing it to get Peter one. If he wants it, he's got to call that number."

"Oh, well that was very thoughtful of you Harry." She said, smiling at him "I'll make sure he gets it."

"Thanks." Harry said "Do you mind telling him I'll call later?"

"Of course." She replied "I'm sure he'll be happy to hear from you."

"Thanks. Later." Harry said, running off to the black car waiting for him out the front of the house and getting in just before it drove off.

As May closed the door, Peter came down the stairs and was met with a serious look. He looked at the look on her face for a moment then burst out laughing. She did her best to be serious but soon cracked and started laughing too.

Peter had been a bit late for his curfew the night before. Not a lot, but still enough to have had her worried. She'd been tempted to ground him, but given recent events, had decided to let it slide after making him promise to at least call and let her know in future.

"Who was that?" He asked.

"It was Harry, he dropped this off for you." May replied, handing him the piece of paper "He's got you an internship at the Daily Bugle as a photographer. The catch is, you've got to call up for confirmation."

"Okay, on it." Peter said, picking up the phone and dialling in the number "I'll be in my room."

He darted up the stairs, leaving May standing in the hallway before she went into the kitchen to make herself a coffee.

As Peter got into his room, the ringing signal on the phone finally stopped.

"Hello, Daily Bugle head office, Elizabeth Brant speaking, how can I help you?" Came a cheery voice from the other end of the line.

"Yeah, uh, hi. I'm Peter Parker." Peter said "My friend said I'd been accepted onto the photography internship programme and had to call this number."

"Parker, Parker…" The voice said "Oh yes, I've got you here. Yes, you've been provisionally accepted, pending an interview with Mr. Jameson and Mr. Robertson. I can arrange it for you for this afternoon if you'd like?"

"Yeah, that'd be great." Peter said "Thanks."

"Okay, they'll be expecting you at three thirty." The woman said "I'd recommend getting here for about quarter past."

"Will do, thanks." Peter said "Good bye."

"Good bye." The woman said "And good luck. You'll need it with JJ."

Peter hung up the phone then took it back down the stairs, placing it on charge. He walked over to the fridge and pulled out a slice of leftover pepperoni pizza. He didn't bother reheating it, just shovelling it in his mouth instead. He pulled a glass out of the cupboard above the sink, turning on the tap, filling his glass with water before downing it.

"Great breakfast, thanks Aunt May." He said, kissing her on the forehead "Got to get ready, got an interview in a couple of hours."

He darted out of the room and upstairs, going into the bathroom to start getting ready.

…..

Peter stepped into the Daily Bugle office, going to the desk with a young dark haired woman sat at it. The name on the desk read 'Betty Brant'.

"Uh, hi." He said "I'm Peter Parker, we spoke on the phone."

"Oh, hello." She said, smiling at him "Mr. Jameson will be right with you. Robbie, that's Mr. Robertson, is waiting in the interview room for you now, so feel free to go right through."

"Thank you." Peter said, looking around the office "Uh, where's that?"

"Clouded glass door in the far right corner." She replied "Good luck."

"Thanks." Peter said as he headed where she'd indicated.

He knocked on the door and was called in. An African American man in a grey suit and yellow shirt was sat there. He had short dark hair that was very clearly dyed to hide the grey.

"You must be Peter. I'm Robbie Robertson, but please, just call me Robbie." The man said with a smile, getting up and holding out a hand which Peter shook "Wow, quite the grip you've got there. How much you bench?"

"Not a lot." Peter said "I do a lot of full body workouts, no real weights generally involved."

He wasn't even lying. The Spider-man routine really was a full body workout and he didn't really do weights, he just pounded on thugs.

"Yeah, well, I know that feeling, I have a boy about your age who's pretty much the same." Robbie said "Anyway, have a seat. Mr. Jameson should be here in just a minute."

As he finished talking, a slightly older man with a grey flat top hair cut wearing a grey waistcoat, grey trousers and a blue shirt came in. He had a moustache which, given the haircut and outfit, gave him a kind of dictatorial feel.

"Who the hell is this?" The man barked at Robbie.

"This is Peter Parker, the intern candidate we spoke about." Robbie said "Peter, this is J. Jonah Jameson, the boss around here."

"Parker… Is he Osborn's friend?" Jameson said, his tone still aggressive.

"Yes sir." Peter said holding out a hand before putting it down and swinging the backpack from his shoulder, withdrawing a folder "I've got some samples of my work, you know, from photography classes, the school newspaper, things like that."

"You've come prepared, good, I like that." Jameson said "Never get caught with your guard down, that's what I always say, isn't it Robbie?"

"I've never heard you say it before JJ, but sure." Robbie said, grinning at Peter and holding out a hand "Here, let me take a look at that portfolio."

Peter handed the folder over to Robbie and was surprised as Jameson snatched it off of him. He flicked through it before handing it back to Robbie and lighting a cigar.

"It's crap." Jameson said "But you've got potential kid, I'll give you that. Not to mention guts; not many people would even dare come in here to be interviewed by me."

"I'm confident I'm not in any danger, sir." Peter said with a small smile.

"And you know when to be respectful, good." Jameson said "Now, get out for a minute kid, the grown ups have to talk."

Peter walked out of the room, leaving the two men alone. Jameson turned to Robbie.

"What do you think Robbie?" He asked, his tone less aggressive.

"The kid's good." Robbie said "I think we should give him the internship."

"You know what, we should, the kid's got chops. Glad I thought of it" Jameson said, before yelling "Parker!"

Peter walked back into the room. Behind him, Jameson could see Betty peering over, seeing how the kid was doing.

"We've talked it over and decided what's going to happen." Jameson said "Welcome to the Daily Bugle kid. As an intern, you're technically freelance. You get any photos you think are worthwhile, you send them my way and, as a favour, I'll even give you whatever cash they're worth. I've got your first assignment for you. You're going to get me a decent photo of Spider-man."

"JJ, no one's managed that." Robbie said "We've had Eddie on it since the guy showed up."

"Brock's old blood, losing his touch!" Jameson said "Parker here is fresh meat. Now, get out there kid and get me those photos!"

"On it." Peter said, going out then coming back in "Thanks."

Peter left. Robbie looked at Jameson. Jameson grinned at him through his cigar.

"Hey, the kid's got potential, why baby him when we can give him the full job right away?" Jameson said before getting up and walking out.

…**..**

**Sorry for what is very much a filler chapter, I just felt that I needed to introduce the Daily Bugle bit with JJ now before we get Spidey's first super hero vs. Super Villain brawl. BJB.**


	10. New Costume and Bad Guy, Great

Peter picked up his costume and held it up to the light. It had a few rips and tears in it from some of the fights he'd got into; Hammerhead had done a real number on the outfit. He was really regretting not having made a spare costume. He'd need to get on that. He put his boot down on his desk in his room, reaching past it and grabbing his Dr. Pepper from just past it.

As his arm brushed the bottom, he felt a wave of cold where his arm touched it for a moment before the feeling vanished. He looked at the boot. Nothing on there. He shrugged it off and walked over to his bed, collapsing on it. Within moments, he was asleep, virtually dead to the world.

…..

Peter awoke hanging upside down in the city. He jumped onto the building, looking at himself. He was wearing a costume similar to his usual one but different. It was plain black with a large white spider on the chest, the legs going under his arms. There were white rounded off square shapes on the back of his hands. The eyes on the mast were similar to the ones on his costume but slightly more narrow.

"What the hell…" He said to himself, looking himself over "What is this thing? It feels, no, I feel… wow."

He spring boarded off of the wall, catching himself with a web line right before hitting the ground. He swung forward, swinging between traffic. He launched himself upwards, doing a loop the loop over the point he was anchored to. After swinging for a moment, he touched down on top of the Empire State building. He looked down at the city and grinned under his mask.

All of it was his playground.

…..

The person on the glider like board ripped through the city on it. The green and purple armour he was wearing was protecting him completely, and the demonic appearance of the mask was sure to keep people from messing with him too much.

He pressed a control on the arm of his suit, a pair of machine guns coming out of the front of the glider and firing, taking out the wall in front of him. The wall of one of Wilson Fisk's organisation's key buildings.

The alarms went off all around him. Under the mask, he grinned to himself. That was exactly what he wanted.

A number of guards with guns came running in. The man on the glider just laughed as the machine guns on his glider cut the guards down.

…..

Peter swung through the city. As he did, his spider sense went off. He didn't need to try figuring out what was setting it off; he could hear the alarms and gunfire from where he was. He followed the noise right to the source; Fisk's headquarters.

He swung in through the hole that had been made in the wall. Inside was a man in a purple and green suit of armour on a glider, laughing.

"Hey, freak show." Peter said "The Joker called, said he wants his slogan back."

The man turned his glider around. The green mask he wore had large yellow eyes, a fang filled mouth and large hooked nose, as well as large pointed ears.

"Wow, you look like what I'd imagine Spock and Dracula's baby would look like." Peter quipped.

"Spider-man and in a new costume just for me." The man said with a laugh as he held out a hand, a spherical object coming up out of his glider "Let's see how fast these reflexes of yours are."

He threw the device at Peter. Peter could feel his spider sense going off and knew why a moment later; the device exploded into three discs with bat wing like blades. They flew at Peter, with him narrowly jumping out of the way.

"Wow, you love your Batman stuff, don't you?" Peter said, flipping over the bladed devices and kicking the man off his board "So, what do I call you? Purple Spock? Green creepy guy?"

"Call me Goblin." The man said, laughing as he punched Peter, sending him flying back through a wall.

"What, the Green Goblin?" Peter said as he pulled himself up "Going for the alliteration thing are you? Dude, that's weak."

The Goblin didn't reply, instead charging Peter head on and tackling him to the floor. He punched Peter in the jaw before Peter kicked him off.

"You know, I'm getting sick of psychos trying to kill me." Peter said, grabbing a door and pulling it off its hinges, throwing it at the Goblin "Seriously, what is it with you guys? You all share a mommy?"

The Goblin took the hit, being knocked flying. Peter began advancing on the Goblin only for his spider sense to go off. He jumped in the air just as the Goblin's glider streaked towards him. The glider stopped just in front of the Goblin, the Goblin jumping on it.

"Good bye, Spider-man!" He said "Next time will be very different, I promise you!"

He laughed as he threw another sphere, this one exploding just before it hit the wall. The Goblin flew out, leaving Peter stood there panting. As he went to begin pursuit, a number of Fisk's guards came in, all waving sub machine guns.

"You guys again? Seriously?" Peter said "I am _sick_ of you too."

He webbed the barrels of their guns up before swinging out of the hole in the wall.

He was feeling better than he had in the while. It felt good. It was an addictive feeling and he was enjoying it, despite being disturbed at his tactics during his fight with the Goblin. He looked at his hands, at the suit he was wearing. He'd need to get it looked at. He'd do that in the morning. After a good nights sleep.

…**..**

**Okay guys, hope you liked it. I decided to make this chapter a double threat. Just a note before I get criticisms on the characters and the suits, remember this is a re-imagining. R&R, you know, preferably without flames. Constructive criticism, great, but not destructive, that's just rude. Okay, thanks for reading and I hope you continue to enjoy this story as it progresses. BJB.**


	11. The next day

Peter woke up the next day in his bed, his body aching all over. His two costumes, the red one and the black one, were both strewn across the floor. He pulled himself out of bed, before picking up the two costumes and folding them both up, tossing them in a suitcase before throwing the case into one of the drawers under his bed.

He walked out of his bedroom and into the bathroom, dropping his pyjamas onto the floor before getting into the shower. Ten minutes later, he got out, wrapping a towel round himself and picking up his pyjamas, tossing them in the laundry basket before walking out of the bathroom and back into his bedroom, pulling on his clothes. As he finished pulling up his jeans, there was a knock on his bedroom door.

"Aunt May, I'm not dressed." He said, going to the door and opening it slightly, sticking his head round the side "What's up?"

"Well, I feel slightly awkward asking you to do this, Peter, but an old friend of mine, Anna, has just come back into town. She's moved in next door." May said "She's got her niece living with her, and the girl doesn't know anyone. I was hoping you'd be able to show the girl around the area, maybe introduce her to some people."

"Aunt May, I've got a girlfriend." He said "I appreciate the thought, but I don't need you setting me up with anyone."

"Oh, no, you've misunderstood me, Peter." She said, smiling lightly "I'm only asking you to be a friend to the girl. Help her to meet new people and feel comfortable."

"That's it?" He said, raising an eyebrow "No hidden catch?"

"No hidden catch." She replied, laughing "So, should I tell her you'll be round for Mary Jane in a little while?"

"Fine, but make it very clear, this is _not_ a date." He said, slightly more aggressively than he'd hoped to be "I don't need the kind of hassle that would come with that, not with what's been going on lately."

"What do you mean?" She asked, looking worried "Peter, are you in some kind of trouble?"

"No, no trouble." Peter said "Just going through a lot of changes, a lot of adjustments to make, you know what I mean?"

"Yes, I do." She said "Your father was exactly the same at your age."

"Not exactly, trust me." Peter said with an inward grin "Anyway, I'm going to get dressed. Tell your friend I'll come and meet her niece in about an hour."

He closed the door then sighed to himself. He didn't know why he'd got aggressive there, even if it was only for a split second. It worried him slightly. Something was different, and he didn't know what it was; the whole spider powers bit or something else.

He shook the thought off before going into his wardrobe and pulling out a dark blue short sleeve shirt. He pulled it on, doing up the buttons before looking at the drawer under his bed. He wasn't sure what to do. He didn't know if he should take his red and blue suit the one he felt perfectly normal, or as normal as he had done lately, or if he should take his new black suit, the one that felt amazing. The feeling he'd had in the suit had been amazing, better than he had done in a long time.

After a moment, he decided to stick to the plain old red and blues, pulling the case out from under the bed and tossing it into a back pack along with his camera in its case. He never knew if he'd need to go to work or not. He slung the bag over his shoulder before heading out of his room and down the stairs, walking into the kitchen.

"Why the backpack?" May asked him, before smiling "Not planning on running away from home, I hope."

"No, nothing like that." He said with a chuckle "It's just in case I get any kind of call, you know, from the Bugle. Got my camera and stuff in it."

"Okay then." She said, looking at him quizzically for a moment before going back to the oven "I was just about to make some pancakes, do you want some?"

"Yeah, that sounds good." He said "I'm starving. I had one hell of a night last night."

May turned and looked at him. He'd gone and done it. He'd slipped up. He had all of three seconds to come up with some reason why he might have had a hell of a night. One other than 'I was out dressed in a weird black costume fighting some super villain. Oh, did I forget to tell you I'm Spider-man?'

"I had a bad dream." He said, settling on a fairly feasible excuse "You know, about all the stuff that's happened."

"Okay, are you sure you're okay to go out?" She asked, concerned for her nephew.

"Yeah, I'm fine Aunt May." Peter said as he went to the fridge and pulled out a carton of orange juice "Just a little tired, it's no big deal."

She went back to the stove, pulling the pan with the pancakes off and putting a few on one plate and a few on another as Peter poured out two glasses of juice, tossing the empty carton in the rubbish. He sat down as she put the two plates down then pulled a bottle of syrup from the cupboard and put it on the table, sitting down as he covered his pancakes in syrup.

"You need to be careful, Peter." She said as Peter started wolfing down the pancakes "You don't exactly do a lot of exercise. Eating that much junk will make you fat if you're not careful."

"I'm sure I'll manage." Peter said with an inward grin as he downed his juice before finishing the pancakes "Well, I'm off. I want to get some time alone before I have to go and show your aunt's friend around."

He got up, kissing her on the top of her head before picking up his bag and walking out, letting the breeze blow the front door shut behind him. He walked straight across the road without bothering to look. His spider sense would tell him if there was something coming that was dangerous. He went round the corner and headed off down an alley between a pair of apartment blocks. He figured he might as well go out swinging for half an hour.

…..

Norman woke up in his bed alone. He'd had a weird dream during the night, about fighting Spider-man all the while on the prototype glider Oscorp was working on. He got out of bed and looked at himself in the mirror. He had light bags under his eyes. It looked like he'd barely slept at all the night before.

He walked down the stairs into the kitchen of his mansion home where Harry was sat eating a bowl of cereal, watching _Two and a half men_ on the TV mounted on the wall. He didn't bother acknowledging Norman as he came in; both of them knew it would be pointless. Instead, he sat there watching the TV as Norman got himself his own bowl of cereal.

"So, dad," Harry said, finally talking "how come you went out in the middle of the night?"

"What?" Norman said "I didn't go out in the middle of the night."

"Yeah, you did." Harry said "You passed me as I was coming out of the bathroom. You totally blanked me. What was up?"

"Sorry Harry, but I think you must have been dreaming." Norman said, flashing what was the closest thing to a smile Harry had seen from his father in a long time "Last time I left the house was about half seven last night and I was back an hour later."

Harry looked at his father quizzically, before deciding not to push the matter, instead going back to his breakfast before disappearing out of the room, muttering something about going to see someone. Norman picked up the TV remote and changed channels to the news. At the bottom of the screen was the headline _'Mid-night heist at Oscorp'_.

He turned up the volume, listening to the report.

"This isn't the first incident at Oscorp recently." The woman on the screen said "Police are currently investigating the disappearance of Doctor Mendel Stromm, one of the companies head researchers. More on this story as it develops."

Norman switched off the TV, getting up and picking up the phone on the counter, calling his office, knowing one of his assistants would be there.

"Hello, Norman Osborn's office, James Mad-" His assistant began.

"Save it James." Norman said "What was stolen last night?"

"Oh, Mr. Osborn." James said "I was told you were given details when you came in about it an hour after we found the state the place was in."

"No, as far as I knew, only Stromm's disappearance had happened recently." Norman said, pushing the fact that he was the last person to see Stromm out of his mind "What went missing?"

"Oh, well sir, so far, the flight suit, the glider and both new grenade prototypes are all we know are gone." James replied "The designs for the grenades are gone too. Who ever took it plans on making more."

"Okay." Norman said "James, you are _not_ to tell the press anything about this. If they pester you, tell them that we're in the process of running an inventory."

"Sir, that will only hold up for so long." James said "Isn't there another excuse to give them?"

"No, stick to the inventory one for 24 hours." Norman said "After that, decline to comment. I'll hold a press conference about this in a week's time. Have all the details of everything we've found ready for me by then. If need be, prepare a cover story."

"Sir, is that ethical?" James said.

"Ethics have no bearing in this, it's business." Norman said "Good bye."

He pressed the hang up button. He walked out of the room and went upstairs, back to his bedroom. He went into his closet and withdrew a suit. As he did, he jostled against a loose board at the bottom of the wardrobe. He tapped it, feeling it was hollow. He pulled the board loose, finding a switch. He pressed it and the back of the closet opened silently. He looked inside the room.

It was a metallic room, full of computers and other devices. In the corner was a purple and green suit of body armour that he recognised instantly as the stolen flight suit, repainted. The flight mask had been altered to resemble a demonic face with bright yellow eyes, a hooked nose, a fang filled grin and large pointed ears. Beside the outfit was the glider, repainted with a purple similar to that on the armour. He turned around to see a device that was silently pumping out more of the grenades.

It couldn't be. It wasn't possible. There was no way his dream could have been true. No way that he'd stolen all this stuff. No way he'd killed Stromm.

He clutched his head in pain as the realisation hit him, waking up something under the surface. He got up, grinning to himself before laughing maniacally as he moved over to the flight suit and began to change into it.


	12. Round two

Peter walked up to the front door, making sure the jacket he'd packed in his bag earlier was covering the forearms of his costume. He knocked twice, waiting for a response. After a moment, the door opened, a woman about his aunt's age with dyed brown hair behind it.

"Oh, you must be Peter. Goodness, you've grown." She said, smiling "Mary Jane's just in the shower. Do you want to come in?"

"Uh, sure." He said, stepping in when she moved out of the way to let him in "Wait, what do you mean I've grown?"

"Oh, you wouldn't remember me." She said "Last time I saw you, you were still in diapers."

"Oh right." He said, not sure how to respond as she showed him through to the living room where there were still several boxes sat in the corner, waiting to be unpacked "Still unpacking then?"

"Yes, well, we've only been here for a couple of days." She said "Would you like something? A cup of tea, a glass of juice?"

"I wouldn't mind a glass of water, I'm parched." He said, smiling politely as he sat down on the sofa.

She disappeared getting the glass. A moment later, a girl about Peter's age with long red hair came into the room wearing a towel. She looked at him for a moment before her eyes widened as she apparently realised she was only wearing a towel. He looked away awkwardly, trying to look anywhere but at the girl in the towel.

"You know, just because I'm only wearing a towel isn't a reason to blank me." She said, matter-of-factly "In fact, most guys would kill to get me wearing nothing but a towel."

"Yeah, well, I'm not, I mean, I'm, I mean-" He said, tripping over himself slightly "I've got a girlfriend."

"Whoa, easy Tiger." She said with a small laugh "Don't think that just because I point out things like that, I want to get off with you or anything like that. From what I've heard, you're not my type. They tend to be less whiz kid, more sensational."

"You have no idea." He said, smirking to himself "Anyway, you want to get dressed? I promised my aunt I'd show you around and I think if you went outside right now, we'd be looking at a riot of teenage guys."

"But not you, huh?" She said, moving over and sitting down next to him, crossing her legs "Why is that?"

"I told you, I have a girlfriend." He said, getting slightly uncomfortable "Besides, I've got enough going on, don't have much time for girls."

"Oh, right, that thing with your uncle." She said, putting a hand on his arm "So sorry to hear that."

"Yeah, well, anyway, you want to go get dressed?" Peter said, shifting awkwardly "I said I'd show you around. You know, introduce you to people and stuff like that."

"Fine then." She said, getting up and walking out, tossing back "Shame, tiger. You almost hit the jackpot."

Peter sat there for a moment, thanking Mary Jane's aunt when she brought him his drink. The girl had faked being shocked she was in a towel, she'd wanted to see his reaction. She wasn't bad at acting. He felt sorry for any guy she ever dated.

…

An hour and a half later, the pair was walking out of the subway, having reached the city. Mary Jane had settled on jeans and a light yellow tank top with a pair of trainers. Peter had called Harry and Gwen, telling them to meet him at a diner in the city that Gwen had shown him a couple of weeks back. The burgers in there were great and you could see the Empire state building from the tables by the windows.

The second Harry showed up, he spotted Mary Jane and mouthed a thank you to Peter, getting a chuckle in response. The girl obviously didn't mind and before long Peter was feeling like a third wheel. Once Gwen arrived, they got their food before getting one of the window seats.

"Well, it's not that I dislike him, I think he's a good thing." Harry said when asked by Peter why Harry thought taking photos of Spider-man was a bad idea "I just think you're going to be sticking your butt on the line frequently for, what, fifty bucks a piece? You'd make twice that as a lab assistant."

"Why'd you send me there for the internship then?" Peter asked, curious to hear his best friend's answer.

"I didn't think it would involve Spider-man." Harry said "I was expecting you to be, I don't know, taking photos at all those pointless city hall things that no one gives a crap about."

"Well, I'm proud of him for taking the job." Gwen said, leaning onto Peter's shoulder before laughing "And if anything happens to him, I'll make sure my dad sends them down for a long time."

"Your dad?" Mary Jane said "Why, who's he?"

"Police Captain." Gwen replied "So he's pretty high up. What do your parents do?"

"My mom OD'd and my dad was a wife beater. I live with my aunt now and she helps out with some homeless center." Mary Jane said "That answer your question?"

"Oh, I'm so sorry." Gwen said "I didn't know."

"Don't worry about it, I'm used to it." Mary Jane said before taking a swig of her drink.

"Anyway-" Harry began before noticing something outside "Oh my god, what is that thing?"

Peter looked out the window and saw something he wasn't expecting; the guy he'd fought on the glider a few nights before. The goblin seemed to be heading towards the Empire state for some reason.

"I don't know." Peter said "Probably some publicity thing. I need to go to the bathroom, if you'll excuse me."

Gwen got up, letting him get out to go to the bathroom. Once in the cubicle, he quickly got his street clothes off, pulling on the rest of his costume as he bagged up the street clothes and pulled out his camera, hanging it around his neck. He webbed the clothes to the side of the cubicle before jumping onto the ceiling and crawling out towards a window. He quickly set his camera up on a high wall, ready to take snaps of whatever happened with the goblin before swinging over to the armoured man on the glider.

"Wow, meeting again so soon?" Peter quipped as he let go of his web line and slammed into the goblin, taking him off his glider "Are you stalking me?"

"You again!" The goblin said, kicking at Peter and missing as the pair fell towards the ground "And you've changed clothes again, I'm flattered."

"Yeah well, can't have you being the only colourful one!" Peter said as he fired a web line at the goblin "Please keep your arms and legs inside the ride at all times!"

He fired a second web up, attaching it to the building before tossing the goblin at a building he knew was in full view of his camera. He swung over, kicking the goblin in the face before doing a flip and landing behind the green clad figure. As he was about to jump in for another attack, his spider sense began going off. He focused on it before realising the attack was coming from above. He rolled over as the goblin's glider came crashing down on where he'd just been stood, two large spikes sticking out of the front.

"Well that's just rude." Peter said, running forward, vaulting over the glider and catching the goblin with a right hook "You could've taken someone's eye out with that!"

"Okay, I give, I surrender." The goblin said, putting his hands up where Peter could see them "Just stop already."

Peter stood up straight before his spider sense went off again. He ducked in time for the two orange spheres to fly past where his head had just been and into the goblin's hands. The goblin just laughed as he threw the two spheres at Peter, each one separating into three discs with blades coming out of the sides. Peter jumped up, doing his best to dodge them but had one of the blades catch on his left shin and the other on his right shoulder. He winced slightly and it was enough for the goblin to advance and knee him in the face.

Peter staggered back but was able to compose himself enough to block the goblin's next hit and counter with one of his own. He spun and kicked the goblin's glider, knocking some components off. The glider pulled itself out of the roof, the goblin jumping on it just in time before it flew off at high speeds, apparently damaged and returning to wherever it came from. Peter sighed to himself, picking up one of the smaller components before swinging up to his camera and recovering it.

He fired a web up and swung to the base of the wall with his camera, crawling up to it and retrieving it. He began to swing back to the diner, landing in the alleyway by the window he'd exited from. He crawled back into his cubicle, pulling off his mask, gloves and boots before tossing them in his bag, followed by his camera and the component he'd found. He removed his street clothes from the bag, changing into them before exiting the bathroom and seeing that Mary Jane and Gwen had vanished. He sat down opposite Harry, who just looked blankly at him.

"They went off to go do some shopping." He said, before grinning at Peter "Never put two hot girls together, they'll disappear shopping."

"And you decided to wait for me." Peter said "I'm sure it had nothing to do with your lack of interest in shopping."

"Yeah, right." Harry said, still grinning "Anyway, I've got to go buddy, got to go home for some crap my dad's got going on."

"Okay." Peter said, slightly confused that Harry hadn't mentioned seeing Spider-man and the goblin going at it, but guessing he'd been preoccupied with the girls "I'll see you later."

"Yeah." Harry said, getting up "Later."

Harry left the diner, leaving Peter sitting there. Peter was going to get up before a bald African American man in a black leather trench coat, black sweater, black pants and black shoes sat down. He had scarring around his left eye and wore an eye patch over it.

"Peter Parker." He said "I want to talk to you."

"What, how do you know my name?" Peter asked, confused.

"Oh, I know more than that. You're a high school student, freelance photographer at the Daily Bugle on an internship. You were recently bitten by a spider and developed symptoms akin to a violent, potentially fatal allergic reaction, only for them to disappear overnight. Right before Spider-man showed up." The man said "Now, are you going to come with me nicely or do I need to drag you out of here?"


	13. When you're old enough, you're in

Peter sat in the back of the car with the man who'd shown up at the diner. He'd considered just bailing out or running off a few times, but this guy knew a lot about him, he probably knew where he lived too. Peter wasn't ready to risk the safety of his aunt just to get away from this guy. It was better to hear him out and see what he had to say.

After fifteen minutes, the car pulled up to an airfield. The man got out and Peter followed suit, noticing the two men in black suits getting out of the front seats and following as the man led them to an advanced looking jet.

"Get in." The man said "Unless you'd rather be clinging to the outside of the plane?"

Peter didn't say anything, instead walking up the steps leading to the plane door, being followed by the man and the two guys in suits.

…..

Fifteen minutes later, the plane landed. Peter went to go to the window to take a look but was stopped by the man with the eye patch. As they exited the plane, he noticed that the plane seemed to be going into the lower levels of an aircraft carrier.

"General Fury." A woman with red hair wearing a black leather outfit with a pair of silver devices on her wrists and a gun on each hip said in a Russian accent as she walked up to the man "Rogers called in and said he and his team will be out for a bit longer. Stark is in the meeting room waiting for you."

"Thank you Natasha." Fury said, noticing Peter was with him still "Peter Parker, agent Romanoff. Agent Romanoff, this is Spider-man."

"I'm not Spider-man." Peter said, trying to deny it and failing badly.

"Of course you're not kid." Fury said "Come on. Let's get to business."

Fury led Peter through the carrier until they reached a room with a metal table and metal chairs all around it. There was a circle with what appeared to be some kind of bird in the centre on the wall behind the chair at the head of the table. Fury gestured to a seat at the far end of the room which Peter took, noticing Romanoff taking the seat opposite as Fury took the seat at the head of the table.

"Okay, so, do you want to know why you're here?" Fury asked, almost smirking "Of course you do, you're smart. That's something you want to stick with, it's what's going to make you one of the greats one day. I can tell you that now."

"Okay, whatever." Peter said "Why am I here?"

"You're here because you have potential." Fury said "You've got the potential to be the best. Better than Iron Man, better than Captain America. Hell, you could probably give the whole Fantastic Four a run for their money. Which is why we want you."

"Whoah, what?" Peter said, shocked "You want me for what? The Avengers? I'm a bit young aren't I?"

"True, but you're good." Fury said "We're not signing you up yet, you're still a kid. What we are doing is telling you now, when you're all grown up and are actually _ready_ to fight in the big leagues, and I don't just mean physically and mentally, I mean emotionally, then either you can opt to join, or we can draft you. Personally, I'd go for the first one, and I'd rather not do the latter myself."

"That's good of you, General, but I think I'm going to pass right now." Peter said "I'm not looking to join some junior pool of super heroes for you to tap when you need them. I go solo."

"That's fine, for now." Fury said "When you change your mind, might be tomorrow, might be a week from now, might be a few years, I'll know. I'll be waiting."

"You'll be waiting a while." Peter said, standing up "Thanks for the offer though. Can you take me back home now?"

"Sure kid. For now." Fury said, turning to Romanoff "Agent Romanoff, see to it Mr. Parker gets home."

"Of course General." Romanoff said, standing up and walking out at a brisk pace, calling back "Follow me Parker."

Peter didn't wait to comply. He figured that despite her being armed, there wasn't any chance of her trying to hurt him or his spider sense would have gone off. Once they reached the jet and got in, he just sat back and relaxed as best he could with the blacked out windows.

…..

Fisk sat at his desk, reading over reports from some recent attacks on his company. Reports of a man dressed like some kind of green goblin coming in with a high tech suit of armour and other equipment, then proceeding to significantly damage the properties and wipe out his staff. There were also reports of Spider-man showing up during at least one of the attacks in some kind of black suit and displaying exceedingly aggressive tendencies during the battle that ensued.

Fisk smirked to himself. He had worried briefly when the promethium had disappeared following Spider-man's little 'visit', but now he was beginning to see it for what it could be; a blessing in disguise. He could use this new, more aggressive Spider-man to his advantage. Not to mention all the inbuilt qualities of the promethium.

The substance was designed to act as a kind of narcotic, causing the host, as the scientists had described them, to become addicted to the feeling of the power that the suit gave them. Then there was the lowered inhibitions, something the scientists had never been able to explain. However, they had theorised it was linked to the same thing the enhanced aggression was; the way the suit caused the body to produce more adrenaline to feed its ability to increase the normal physical strengths of the host organism. Of course, the suit's weakness to fire and sonics was also something he could use, should Spider-man choose to get in the way.

It was just a matter of biding his time until the suit had full hold over Spider-man.

**Right guys, there's chapter 13, sorry it took so long. The majority of it was based on the idea I loved in the ultimate comics, of Fury deciding Peter **_**was**_** going to be joining his team when he was old enough, no ifs or buts about it. The latter part was to give a full explanation of the symbiote in this version of the mythology. Will update again soon.**


	14. The Mystery of Norman Osborn

Peter walked through the door into his bedroom, tossing his backpack onto his bed. As he did, his costume spilled out onto the bed. He picked it up, feeling more uneven parts than usual as he did. He took a look at the costume, noticing the reason for the uneven parts; bits of the suit had multiple tears in them, giving it an unkempt look. He sighed as he tossed it against the wall. He was glad he still had that other suit, the black one, in his wardrobe. It would save him doing any sewing, something he had struggled with when initially making the suit.

He knelt down on the floor, pulling out one of the drawers under his bed then removing an old, battered suit case, marked 'R. Parker', opening it. There were a lot of old photographs in the case, most of them being of Peter as a small child with his parents. He continued to flip through it, until he came to a large folder full of old files.

He looked at the files, quickly flicking through. After a moment, he reached one marked "Fisk", opening the file and pulling the papers inside out. He looked at the files, trying to read them.

Whilst most of them didn't seem to make much sense, looking like he'd need to have about eight different science related degrees before he could even remotely understand it. However, he could make out enough to get that his father had been working on some kind of biological agent for Fisk. Maybe it was something along those lines that the Goblin had been after when Peter had first met him. The guy did seem to have a thing for fancy tricks, and bio-weapons tended to end up as all the rage for terrorists.

After a moment, he tossed the files back into the folder, storing them in the suitcase and putting it back under his bed. He then proceeded to stand up, moving over to his wardrobe and opening it. He reached inside, straight past the clothes he wore in everyday life, grabbing his black costume from the back of his wardrobe. He pulled it out and quickly threw it on before climbing out of his bedroom window to go on patrol.

**...**

Harry walked through his father's house, being careful not to knock anything for fear of breaking it. It was weird how he always thought of the place as his father's house rather than his home. He stopped outside his father's study and paused. He could hear talking inside. He pressed his ear against the door.

"I don't care what you say, I'm not going through with it!" His father's voice came.

"Oh Norman, you think you actually have a choice." Came another, manic voice, one which Harry found eerily familiar "It's not just you who wants these things, it's us."

"I would never want that." Norman's voice replied.

"Oh, but you do Norman. Just think, all these good things that are happening for you. The break in Fisk had, that pesky Doctor Stromm with all his ethics, out of the picture." The other voice said "And just think, if you do as I say, All these good things just keep happening. You like that idea, don't you?"

Harry moved away from the door, the floorboard creaking under him. He heard the manic voice question what the noise was, followed by the sound of footsteps inside the room. Harry ran quietly back round the corner, not wanting to meet whoever his father was talking to, peering round the corner. A second later, the door opened, his father stepped out, looking round. Harry decided it was better to just make like he was going by, walking across, tossing down the corridor a "Hey dad," not stopping so as to avoid being conspicuous.

Harry stopped once he got past. As far as he'd seen, no one was in the study. They could have been standing at the edge of the room where they weren't visible.

_Or his father could have been talking to himself._

Harry shook the thought off. He'd just have to keep an eye out to see if anything weird was going on around the mansion.

**...**

Peter swung through the city, looking around in front of him as he did, while keeping track of his spider sense. Nothing had come up since he'd been out swinging for the last half hour. After a while, he paused. He needed to sit down for a moment, just long enough to actually take a look around.

After a second, he dropped down onto a roof, crouching on the edge of it and looking around. There was nothing. After a second, his phone began to ring. He reached into the costume, pulling his phone out and lifting his mask as he answered the call, putting the phone to his ear.

"Hello?" He said, not entirely sure who it was since he hadn't bothered to look.

"Peter Parker?" The voice of a girl a few years older than him came from the other end of the line "This is Betty Brant over at the Bugle. Mr. Jameson wants you in to talk about something. Is now a good time."

"I think I can swing by." Peter said, sniggering to himself at his joke "Tell him I'll be there in about 10 minutes. I'm in the city anyway. Bye."

He hung up the phone, putting it back into his costume. He sighed before standing up and jumping over the ledge, beginning to swing to the Bugle.

**...**

**Okay, so this is chapter 14. I actually went to start working on it this morning then found I'd already done it a couple of months back, I had other projects get in the way. Still, one thing I'll say here; next chapter, I'm introducing Eddie Brock, whose got an interesting past which will be delved into. I'm also going to say, I'm working on a sort of 'crossover event' between this fic, my X-men one, my Iron Man fic and the upcoming Avengers one, entitled "Wanted: Spider-man, Dead or Alive!" I won't go into details about plotlines, but I will say the set up comes in here pretty soon, and leads into the next chapter of Peter Parker's life as Spider-man, complete with a new costume, that's not the red suit, black suit, iron spider suit or any other one you can name. R&R, please, no flames. B**


	15. Peter Parker, meet Eddie Brock

Peter walked through the double doors and onto the main floor of the Daily Bugle's office. He walked straight through until he reached Betty's desk, smiling at her as he leaned over it.

"Hey." He said "Mr. Jameson wanted to see me?"

"Hi Peter. You should get in there fast." She said, returning his smile "He's been yelling and screaming for you to get in there more or less the whole time since he asked for you. He only stopped two minutes ago."

"So that was what I heard downstairs." Peter said, laughing slightly "See you later."

He left her to get on with her work as he walked into Jameson's office. Jameson was sat behind his desk, a cigar in his mouth as he always had whenever Peter had come in, with Robbie stood by the open window behind him, apparently trying to avoid the smell of the tobacco. There was a third man who looked to be in his late twenties to early thirties in there. He was Caucasian with short, spiked dirty blonde hair. He was fairly well built, obviously spending a fair amount of time in the gym. He wore black skinny jeans, a white shirt, a black blazer and black converse.

"Nice of you to finally join us, Parker." Jameson said, more than a little sarcastically "Get over here, there's someone you need to meet."

Peter did as he was told, looking at the man who was apparently as uncomfortable as he was. As Peter got to a point where he was stood beside the man, he noted the camera hanging around his neck.

"Parker, meet Eddie Brock." Jameson said "Brock, this is Peter Parker, the intern I told you about."

"So you're the kid who keeps beating me to the spidey snaps?" Brock said, laughing before holding out a hand to Peter "Edward Brock Jr. Photo journalist."

"So you're a photographer?" Peter said, shaking Brock's hand, noticing the business card that had been put there when he pulled it away.

"For the last six years." Brock replied "I used to do something totally different, but I fancied a change of pace."

"Are we done with the life story? Can we actually get to work?" Jameson said sarcastically, his tone telling them it wasn't a question "Parker, you're going to be getting pointers from Brock, shadowing."

"Thanks sir but-" Peter began, before being cut off.

"Relax kiddo, you're not going to be shadowing me all the time." Brock said "You're going to get to go out on your own some of the time too."

Peter stood there for a moment. He wasn't sure what to think of Brock. He seemed alright, if not a little sketchy, but there was something amiss with him, something putting Peter on edge. Peter looked down in time to see the black substance his costume was made of slowly slipping out from under his jacket, forcing him to quickly slip his hand in his pocket.

"Now, I want you two to get out there, and, to give you both a little incentive, here's a challenge for you." Jameson said, half grinning through the cigar "Whoever brings me the best photo of Spider-man gets $1,000, cash in hand. Now, go!"

Peter and Brock walked out of the office. Brock half grinned at him as they stepped into the elevator.

"Don't expect to do better than me, kid." He said "I've been working here for years."

"Sorry, which one of us has brought in all the best Spidey photos?" Peter replied, smirking back as Brock's face dropped "That's what I thought."

Peter walked out, smirking. It had just been too tempting to return Brock's taunts in the elevator for Peter _not_ to do so. Still, it bothered him, all these little urges he'd been getting, all of them _very_ out of character for him. Though, the thing that bothered him most was much more worrying to him. He _liked_ it.

...

Wilson Fisk sat at his desk in his office atop his corporate building, sending an e-mail to Hammerhead via his phone, giving his goon the list of people he wanted killed that week. The day to day business was nowhere near as interesting as his activities as the Kingpin. Normally, he would have left his office to go to his _other_ office, but his son was due to meet him there. As Wilson set down his phone, his son walked in.

Richard Fisk was a tall, slim man. He wore a cream suit with a white shirt and a blue tie. He had short blonde hair and blue eyes. Looking at him, you wouldn't believe he was Wilson's son, something many people had pointed out, questioning Wilson's wife's fidelity. They'd all had unfortunate _accidents_ within twenty-four hours of doing so.

"Glad you could make it son." Wilson said, going to stand up, only to have Richard push him back down into his chair.

"Shut up dad." Richard replied "What the hell were you doing? Interfering in my life like you did?"

"I don't know what you're talking about." Wilson said, before smirking "If you're referring to the unfortunate death of that businessman who wouldn't sell his shares in his company to you, I had nothing to do with it."

"Cut the crap dad." Richard said, leaning over Wilson "Interfere in my life again, and I won't be happy. I'll see you later."

Richard straightened up, straightening his suit and starting to walk out of the office. Wilson would be infuriated by his son's outburst, if he weren't so pleased with it. Growing up, Richard had always been a little too clean cut for Wilson's liking, much to Wilson's wife's pleasure. However, it looked like he had only taken a bit of a push to become a _true_ Fisk.

Wilson sat pondering on the matter as he heard the sound of a jet engine. Only it sounded like it was right outside his window.

He turned around, shocked at the sight. Stood there, atop his glider, was the man who had ransacked one of Fisk's buildings, the first night that the black suited Spider-man had shown up. Fisk straightened up as he stood and opened the window to address the man, his hand on the gun in his jacket pocket at all times.

"What do you want?" Fisk said, coldly.

"Nice to see you too, Willy." The man replied, his glider flying him in through the newly opened gap "As for what I want, well, what do all the criminals in this city want? Spider-man's head on a silver platter."

"Ahh yes, of course, the insect has got in your way a couple of times now, hasn't he?" Fisk said, smirking as he cocked his eyebrow "I wish I could say I'm disappointed."

"Oh, you will be Willy." The man said, beginning to laugh as he said "After all, Spider-man took Hammerhead down like he was nothing, and he was your best enforcer."

"How do you-" Fisk began.

"Know that?" The man cut him off "Well, I have eyes _everywhere._ That's why I can crush him like a bug, but then, here's the deal breaker. He's different from the Spider-man I'd heard about before, more powerful, more aggressive, and I think that has something to do with this place."

"Why would you think that?" Fisk said, feigning ignorance.

"Cut the crap, Fisk!" The man said, grabbing Fisk by the scruff of his neck and lifting him up out of his chair and in the air, all signs of joviality gone "Tell me everything about project promethium!"

**...**

**Okay, so next chapter, we have the big set up for the main event; a no holds barred, fight to the death between Spider-man and the Green Goblin. That is, after we see just what level of effect the suit is having on Peter; he's going after his uncle's killers and he's going for blood! R&R, please, no flames. B.**


	16. Spiderman is Peter Parker!

Peter swung through the city, the white patches on the backs of his black gloves catching the light being reflected from windows each time he reached forward to fire a new web line. While he was in the black suit, he felt stronger, he moved faster, each of his pulls of the web lines to propel himself forward were sharper and more defined, with much more power behind them. It was like the suit was enhancing him beyond the powers he'd already gained. And he liked it.

He pulled hard on his current web line before letting go at the top of his swing and dive bombing into the alley below, catching himself with another web line seconds before he would've become nothing more than a black and white pancake on the pavement. He released the line, landing quietly and pulling the mask off of his face, small beads of sweat running down his face. As he did, he heard a sound from around the corner; gunfire.

He sighed as he put the mask back on and jumped up, firing a web line and pulling himself high into the air before shifting his weight and manoeuvring himself into a position from which he could land on the roof of the eight story building to his left. He walked to the edge of the building, hearing another gunshot as he did and looking down.

On the sidewalk below, an elderly man was sprawled on the pavement, his cane to his left, his body motionless as blood slowly seeped from it. Running away, down the alley opposite, was a man carrying what looked to be a handgun, a big bag in his hand, a large number of green bills slipping out of the bag as the man ran.

Peter turned and walked to the opposite side of the building he was on. Then, he spun on his heel before running full pelt at the ledge, jumping just before his left foot would have gone over, angling himself as he moved across and running up the wall on the opposite side of the street to reach the top of the ten story building across from where he had been.

He ran across the roof, looking down into the dark alley below. Despite the darkness, he could just about make out the figure of the man with the gun below, who looked to have stopped for breath. Peter reached his arm down, firing a web line onto the man's shoulders and yanking him up aggressively, catching the man by the scruff of his neck as he reached Peter's level. Peter turned the man around and barely stifled a gasp.

It was the man from the arena. The man who'd given him the tip on Kingpin and Hammerhead. The man who'd killed Uncle Ben.

Peter shifted his grip, moving his hand to the man's throat and squeezing hard, the man beginning to choke and sputter, struggling to breath.

"I told you never to let me see you again!" Peter said, his tone menacing "You killed my uncle and now you've killed someone else, probably someone else's uncle."

"P...Please." The man stammered "I... I swear, I'd known he was your uncle..."

"Shut the f*** up!" Peter yelled in the man's face, feeling a kind of rage he'd never felt before building up "Give me one good reason why I shouldn't just crush your windpipe? Or drop you to your death, let it happen slowly, and painfully."

"P... Please, have mercy!" The man said, his face getting pale "I'm begging you here, please don't kill me!"

"That's not a good reason!" Peter said, tightening his grip even further, beginning to feel some resistance from the man's neck "Last chance."

"Uh, because you're the good guy!" The man yelled, apparently grasping at straws in the hopes that Peter could be reasoned with "None of you good guys ever kill, unless they're that Punisher guy, but you're better than him, ain't you?"

"Maybe he has the right idea." Peter said, tightening his grip one last time as the man went limp and his eyes closed, the faint pulse in his neck still beating against Peter's hand as he held the man there "See you in hell."

Without another word, Peter released his grip on the man, watching the man's body plummet to the ground below and hit it with an almost sickening crack. Peter looked down at the body in the street below. There were signs of some twitching; the man wasn't dead.

Peter had mixed feelings on that. Sure, he was glad not to be a murderer, but that man, he deserved to die. As Peter thought about it, he felt the familiar tingling of his spider sense going off in his head.

As he spun around, trying to see what was causing it, he heard the sound of a jet engine overhead as a green and purple blur shot past Peter, down into the alley. A second later, the figure of the Green Goblin slowly raised up on his glider. He had the body of Uncle Ben's killer slung over his shoulder.

Peter didn't say anything, firing a web line at the Goblin, watching as the man caught the hold of the line. As the Goblin did so, he lowered the man onto the glider, tying the end of the web around his neck like a noose.

"You want to see this man suffer?" The Goblin said, cackling "Let's go one further."

Peter watched as the Goblin kicked the man's body off of the glider, unable to move or even let go of the end he held in his hand, watching as the man hung there, his feet twitching. After a second, Peter realised what was happening and released the line, watching as the lifeless body of the man hit the body one final time.

"Goblin, why... What did he do to you?" Peter asked.

"The better question, is what did he do to you?" The Goblin said, the sneer evident in his voice "Now, didn't I hear you say something about him killing your uncle? I wonder... is the so called 'Amazing Spider-man' just little Peter Parker?"

Peter was left speechless. The Goblin had figured it out. The smirk the Goblin had under his mask was evident in his next sentence.

"Your silence speaks volumes, Spider-_boy!"_ The Goblin spoke, cackling like a madman "Now, I wonder, who should pay for your transgressions? Your Aunt? No, I think she's suffered enough for now. What about, ooh, your little girlfriend that I've heard _so much_ about. Maybe her daddy too, since police captains just tick me off."

"No, wait!" Peter yelled as the Goblin's glider came about and shot off into the night in the direction of Gwen's house.

As Peter moved to jump off the building, he heard the sound of police cars pulling up. He didn't have time to deal with the twenty questions he'd get, or the part where they'd tell him to freeze since he apparently murdered a man.

He ran off the building, jumping across to the next before diving off of that one and into a web swing. He had to stop the Goblin before he got to Gwen and her father.

**...**

**Okay, so the stage is set. In case people are going to say that it's a massive jump for the Goblin to make, don't forget, Harry is his son _and_ Peter's best friend, presumably he would see him about and hear about him from Harry. Plus, this allows me to get on. In the meantime, next chapter will be the aforementioned fight to the finish between Spidey and the Goblin, and there will be casualties, as well as the reveal of what happened during Goblin's meeting with Fisk. R&R, please, no flames. B.**


	17. The Stage is Set

Richard Fisk stormed into his father's office, his face red with rage. His father hadn't done anything Richard had asked of him before; actually, Richard had now started getting the problems of his credit cards being declined. He'd asked for his father to take up an honest living, not cut him off!

He knew his father wasn't too proud of his being more or less on the straight and narrow. Well, his father had been _worse_ than most fathers when Richard had gone through his drugs phase, probably because he knew from all the time he'd spent peddling the drugs to kids how badly it could screw them up. When Richard had said he had absolutely no interest in ever replacing his father as the Kingpin, that had annoyed the old man even more, to the point where he'd threatened to cut him off then until Richard agreed to at the very least _consider_ it. However, none of that could have prepared him for the shock and horror of the sight before him.

Hanging in front of him by what looked like a rope round his neck, a dull, lifeless look in the eyes of his stiff, motionless form, was Wilson Fisk. Richard ran over to his father's body, trying to pull the rope away from his father's body. The rope felt both metallic and sticky. He looked at it for a moment; it matched what he'd seen of Spider-man's webbing.

As he pulled his father's body down finally, he pulled his father's phone from the white blazer on the body, pulling up the contact list and pressing the green call button when he reached the contact he wanted.

"Bullseye?" He said, tears of rage in his eyes "This is Richard Fisk. I've got a job for you."

...

Peter swung through the city, doing his best to reach Gwen's house before the Goblin. If he hurt her, Peter would... He didn't know what he'd do. In fact, he was still shaken by what he'd been willing to do to Uncle Ben's killer less than fifteen minutes earlier. He wasn't a killer, he'd been raised to value life above anything else, so why had he been so willing to kill the guy, after a rather sadistic beating, no less?

As he reached the two-story house, he saw an upstairs window open. Without breaking the momentum of his swing, he released his web line, diving through the window and rolling as he hit the floor. It was weird; the window was open, but no lights seemed to be on, which did not bode well. He moved over to the door, feeling the wall for a light switch, flipping it when he found it.

He was in a bedroom with pink walls, a king-size four-poster bed by the left wall, decorated in pink with pink and beige bedding on it. It must've been Gwen's room. He looked around for a moment, moving over to the bedside table and picking up the silver framed photo on it. It was one of him and Gwen, which she'd taken on her phone on their first date, the same one she had up as her facebook profile picture.

As he put the photo back down, he saw a note written beside it, the handwriting somehow familiar. He'd seen it somewhere before. He just couldn't think of where. He picked it up, beginning to read it properly.

**Spider-man, I have your little girlfriend _and_ her father. If you want to see them alive, you'll meet me on the Queens borough Bridge at midnight. If not, then they may find their moods plummeting. Come alone or they'll be dead before you arrive. Sincerely, you know who.**

Peter crumpled the note in his hand, throwing it to the floor in front of him and stepping on it as he began walking to the window. As he did, his spider sense started to go off like crazy, the intensity of it causing him to clutch his head in pain. As he did, he heard a sound coming from downstairs at the other end of the house, like a loud bang.

He staggered to the window, barely making it out before a second explosive went off, demolishing most of the house, with the remaining parts of it collapsing into the fire which was left behind. Peter turned back, looking at the debris, walking over to part of the house, in the corner he'd just been in, looking down at the collapsed, burning remnants of Gwen's room. He moved over to where the bed was, pulling the broken silver photo frame from the collapsed remnants of the bedside table it had been on. He took the photo, moving to a nearby back alley and crawling up part of the wall, webbing the photo to it. He'd be back for it later.

As he finished climbing up the wall, he began running in the direction the bridge was, diving off the building and firing a web line to begin swinging. He didn't even notice the man in the red leather body suit with horns on the cowl standing observing the scene the entire time.

...

George Stacy found himself slowly coming to, his head throbbing as he did. He looked around for a minute, the cold wind in his face stinging his eyes as he stood up. When he finished looking around, he saw where he was; hundreds of feet above the ocean, on top of one of the bridges. He looked around some more, seeing Gwen laying there, her body practically still, aside from very shallow breathing.

As he ran over to her and knelt down, picking up her unconscious body, he heard the sound of some kind of engine, looking up to see a figure in green and purple armour, the helmet resembling some kind of grinning, fanged goblin with bright yellow eyes, stood atop a purple and silver glider.

"I'd be careful if I were you, Captain." The Goblin spoke, his voice full of both malice and sadistic humour "You might slip, and I'd hate to see you die before the guest of honour of this little party arrives."

"Guest of honour?" George questioned "Who would that be? No, scratch that, let me and my daughter go!"

"Oh, I will." The Goblin said "When Spider-man gets here. I want him to witness what I've got planned for you."

"And what's that?" George said "Look, do whatever you want with me, just let my daughter go."

"I can't do that, George." The Goblin said "She's the one he's going to come for. After all, he can't let anything happen to his little _girlfriend_, can he?"

"What are you talking about, my daughter's boyfriend is-" George began, stopping as it all clicked in, his expression slowly shifting from surprise to absolute shock "Oh my god, Peter's... Oh my god!"

"All sank in has it?" The Goblin said, his head turning to look at something in the distance "Speak of the devil, here he comes."

George turned, seeing Spider-man... Peter, swinging up towards the Bridge. As he reached the top, he released the line, spinning in a spiral motion feet first as he kicked the Goblin off his glider before landing on the top of the Bridge, between George with Gwen's unconscious body in his arms and the spot where the Goblin had landed, the white spider on the back of Peter's black suit being the only thing George could see to identify him as Spider-man.

"Hello, Mr. Parker." The Goblin said, standing up as he cackled "Are you ready to begin?"

**...**

**Okay, I figured this was a good place to leave this final element of the set up. Just to clarify, Wilson Fisk is most definitely dead and, simply put, _that_ is what caused Richard to do his total one-eighty in terms of his opinion on criminal activities, as shown by his calling Bullseye. In terms of Daredevil's cameo, that ties in with my Avengers fic, which features him as a member, and has early chapters taking place around this time. I'll be putting that up once my Captain America mini-fic is up, basically just his WWII stuff. But anyway, next chapter, it's the final showdown, we get a little more of a glimpse as to what kind of effect the suit is having on Peter _and_ we see some of how George deals with his 16-year old daughter's 15-year old boyfriend being Spider-man. I'll leave it as a surprise if she finds out, and who survives this encounter. R&R, please, no flames. B.**


	18. Battle at the Bridge

Peter stood on the rooftop, in between Captain Stacy, who was still holding Gwen's unconscious body, and the Goblin. He had to keep this short; he didn't want Gwen or her father caught in the crossfire between him and the Goblin. If the Goblin hurt Gwen, Peter would...

Before he could finish the thought, his Spider sense went off as the Goblin charged him. Peter couldn't risk dodging the blow, or Gwen and her father would take it, and with how close they were to the edge, they'd go over. Instead, he ducked under the Goblin's blow, coming back up with a right handed uppercut, feeling the skin under his glove tearing against the Goblin's armour.

The Goblin seemed to have been momentarily dazed by Peter's attack, giving him his opening. He dived into the other man, tackling him to the edge of the bridge. As he did, he felt a sharp stabbing pain in his gut. He looked down, seeing that the Goblin had stabbed him with one of his bladed, spherical devices.

Peter slowly staggered backwards, towards the edge of the bridge, before falling off. This was it, he was going to die. His life flashed before his eyes. The science camp he'd attended when he was nine, headed up by Doctor Otto Octavius. His first day of junior high, when he'd first met Harry. The day when he was 13 when his uncle had taken him to visit Empire State University, thanks to his friend's son, Doctor Connors, a professor there. His first date with Gwen.

The night Uncle Ben had died.

The first time he'd had a proper throw down with a real 'super-villain', Hammerhead. The night he'd first got the black suit. The same night, when he and the Goblin had first squared off. The day he'd met MJ...

Slowly, he felt his vision beginning to clear, looking down. The suit had somehow sealed itself and was putting pressure on his wound, restricting the blood loss. He reached up with both arms, firing a web line from each wrist, waiting for it to go tight before yanking hard, sling-shotting himself back up.

As he reached the top, he fired another web line and pulled hard, landing with a hard _thud_ on the top of the bridge. As he did, he looked as the sight before him; the Goblin was across from him, back on the glider. In his left hand, he had Gwen, now conscious and trying to scream as she held onto the arm for dear life, by the throat. In his right, in a similar position but refusing to give the Goblin the satisfaction of knowing he was afraid, was Captain Stacy.

"Let the go, Gobbie!" Peter said, regretting his choice of words instantly as the Goblin literally let go, the two captives holding on for a second before losing their grips and beginning to fall.

Peter ran at the edge and dived off. He pulled his arms tight to his body and brought his legs tightly together, doing everything he could think of to accelerate his own freefall. As he did, he found himself rapidly catching up to Gwen. He changed his arms position, reaching out in front of him and grabbing her with his right hand, firing a web line with his left and attaching it to her belt before diving after her father.

He kept his arms reached out. As he began gaining, the rapidly approaching wall of water became apparent. Peter couldn't risk Captain Stacy hitting it, firing a web line, which caught onto the man's back, probably causing him whip lash, which was better than the alternative, before firing another web line up to catch himself and Captain Stacy.

Peter pulled Captain Stacy up, beginning to swing as he caught hold of the man before starting to bring them up, slowly but surely. As he reached the top, he set Captain Stacy down before jumping down, grabbing the web line attached to Gwen and pulling her back up too. He looked down for a moment, noting the Captain's shallow breathing.

"It's okay, you're safe now." Peter said.

"No, I'm not, _Spider-man."_ Stacy replied, emphasising the name to re-assure Peter he wasn't going to say anything to Gwen "At my age, a fall like that, I was never going to be alright. My chest is killing me, and, no offence, that stunt you pulled with that web, didn't do anyone any favours."

"Come on Daddy." Gwen said, smiling through the tears that were visible in her eyes "You're going to fine. You went to the Doctor about your heart and he gave you the all clear."

"No, Gwen, he didn't." Stacy replied to his daughter "I asked him to tell you that, I didn't want you to worry. Not after what it did... to your mother."

"Stop it!" Gwen said "You're going to get through this."

"Give me a moment alone with him, Gwen." Stacy said, Gwen complying, backing up a couple of steps while the Captain pulled Peter close so he was level with his ear, whispering "I'm proud of you, Peter. I'm proud of you, _son..."_

As he got out the last word, his body went limp, his eyes cold and lifeless. Peter stood up, moving over to Gwen and putting a hand on her should, having it slapped off by her as she looked into the blank, white eyes of his mask, a look of malice in her eyes.

"This is all _your_ fault!" She said, fighting back the tears "If it weren't for you, we'd be at home now, tucked up in bed. He wouldn't be..."

She couldn't finish, breaking down sobbing. Peter moved over to her again, pulling her into a tight embrace. After a moment, she slowly pushed him away.

"Go." She said "Go, find that creep, and make him pay. Make him pay for what he did to my father."

Peter didn't say anything, grabbing her by the waist before jumping off the top of the bridge, lowering them down by a web line to the road on it. He set her down before yanking hard on the line, beginning to make his ascent. This was it. The Goblin had finally pushed it too far.

As he reached the top, his spider sense went off, seconds before the Goblin flew hard into him, grabbing him by the throat and holding him up. The Goblin's lenses slid up into his helmet, revealing cold, blue eyes underneath.

"Let me see your face, before it ends." He said, tearing the mask from the black costume and dropping it, the mask turning fluid and re-attaching to the suit but not re-forming into a mask "Any last words, Spider-_boy?"_

"Yeah, I've got some." Peter said, smirking "Can you stop breathing in my face? Seriously, that breath reeks!"

The Goblin reached back with his free hand, clenching it into a fist. He was too busy doing that to notice Peter firing a web line from his left hand by his waist, catching onto the bridge. Peter smirked again.

"Oh, and one last thing." Peter said.

"What's that?" The Goblin said, the malice evident in his voice.

"Let's go for a swing." Peter said, grabbing onto the Goblin as he set his feet on the Goblin's glider, pulling on his web line and starting them on a dive "I might go down in this stunt, but you will too!"

"You're insane!" The Goblin yelled "Stop it, before you kill both of us!"

"Why?" Peter said "Why would I stop you from getting killed? After everything you've done?"

"Because you're the good guy, and at the end of the day, that's why I'll always beat you." The Goblin replied, pressing a control on his wrist, causing the glider's afterburner to kick in, violently pulling it out from underneath both the Goblin and Peter while causing Peter to lose his grip on the Goblin and the web line, both of them falling and hitting the road on the Bridge violently.

Peter began to slowly pull himself up before falling back to the ground beneath him. Even with how quickly he healed lately, there was only so much punishment he could take and be able to stand up again a second later.

He found himself picking himself up again, at the same time as the Goblin did. Unlike Peter, he had a suit of body armour on. Even if it was cracked, and even demolished around the mouth and just above the left eye, showing some reddish brown hair underneath, the Goblin's armour _still_ gave him more protection than Peter's black suit.

"I didn't expect you to get up from that one, Parker." The Goblin said with a cackle "Well, aren't you just full of surprises? Although, you know what they say. Sometimes, the clothes _do_ make the man."

He moved to face the Goblin, the black suit slowly reforming the mask over his cut and bruised face.

Hold on. How long had it been able to do stuff like that? Come to think of it, how long had it been virtually indestructible? What was this thing?

"What the hell are you talking about?" Peter yelled, his tone dark and aggressive as he advanced on the Goblin, putting his hands round the armoured man's throat and lifting him in the air, wincing as pain shot through his left shoulder "Tell me!"

"Didn't you wonder where you got that costume?" The Goblin replied, a smirk visible through the gaps in his helmet "First showed up after you got that black goo on you, back at Fisk. Any idea what it's for? Because I do."

"Tell me what you know!" Peter demanded, squeezing tightly, feeling the metal of the Goblin's armour around his neck beginning to buckle "Before your armour cracks and gives you what you deserve."

"Project Prometheum, Fisk's attempt at a Super Soldier project. I quite like it actually, but not as much as my own." The Goblin said "After all, mine's internal."

"What?" Peter said, momentarily distracted, not noticing his spider sense going off as the Goblin kneed him in the gut, winding him and taking him to the floor.

The Goblin stood over him, reaching around his back with his left hand and pulling something out. He looked down at Peter, a maniacal grin barely visible to Peter under the low light through the cracked helmet as he brought round a katana.

"Brought this out specially for you, Parker." The Goblin laughed "After all, in years past, when a king would kill his enemies, he would do so by beheading them with a sword specially for the task. But first, I want you to look into the face of your killer and know that you're doomed."

The Goblin pressed a button on his left wrist before pressing another on the right side of his helmet, taking hold of it and removing it. Peter barely stifled a gasp of shock; looking down at him, that maniacal grin on his face, was Norman Osborn.

"Surprised?" Osborn said "And don't worry Parker, when I'm done with you, I'll find the rest of them. Your girlfriend. That frail old aunt of yours. Your little friend next door, though, are you two really just friends?"

"And your son?" Peter said, slowly picking himself up "Are you going to kill him too?"

"My... son... stop playing games!" Osborn screamed at Peter, taking a swipe at Peter and missing by mere inches "Hold still, boy!"

"Wow, is storming Norman all pissed off?" Peter said, the mask receding and revealing the smirk on his face "You wanted me, well now you've got me!"

Peter charged Osborn, diving under the swipe Osborn took and sweeping his legs under Osborn, taking the older man to the floor, the sword clattering away and off the Bridge. Peter stood back up, facing Osborn as the man began to pick himself up again. Peter began to advance on Osborn, picking him up and throwing him into the metal support in front of Peter.

"Peter, stop." Osborn said, getting up and, unseen to Peter, pressing a control on the wrist of his suit "Please, stop."

"Why should I?" Peter said, the mask reforming over his face "You never would! You want to kill Aunt May, MJ, Gwen, all of them, so why shouldn't I stop you?"

"Because Harry would never forgive you." Osborn replied "He'd just see you as the man who murdered his father, among others."

"Others?" Peter said, advancing on Osborn, feeling as if the adrenalin were making his muscles physically larger "What others?"

Osborn just laughed for a moment. After a second, though, his face twisted into a look of horror, like he was watching a Friday the 13th movie or something like that. Peter picked him up by the throat, seeing what looked like a larger, clawed hand round Osborn's throat.

"Parker... what is this?" Osborn said as what looked like a large, pink tongue appeared in Peter's field of vision.

"If I'm a _Spider-man_, then I guess that makes this my _Venom."_ Peter growled, slowly tightening his grip around Osborn's throat with a slightly evil smirk, feeling the mask opening to show the smirk before releasing Osborn, Peter's face taking on a look of horror as the mask felt like it joined back together, the tongue like protrusion retreating to a point below his field of vision "Wait, what am I..."

Peter slowly staggered back, feeling as if his body were shrinking down again, looking down at the costume. The thing was _alive._ He had to get rid of it. He had to do _something_ about it.

As he panicked, feeling the suit constricting on his body, his spider sense went off again. He jumped into the air, back flipping to a point behind him as Osborn's glider shot beneath him like a bullet, a pair of foot long blades on the front. The glider kept going until it hit the support, impaling Osborn.

Peter stood there for a moment, watching Osborn writhing in pain as the suit continued to constrict. Osborn made a gesture with his left hand, almost beckoning Peter to come closer. Peter paused for a moment, but his spider sense wasn't going off, so he figured it to be safe. He slowly staggered to Osborn, the constriction of the suit making it more and more difficult for him to move. When he was close enough, Osborn grabbed at the costume, pulling Peter close so his mouth was by Peter's ear.

"Peter, please, you're a good person, get rid of it. Use the bells..." He said weakly "And please, don't...tell...Har-"

Osborn didn't get the last word out, his grip getting slack as he slumped forward, his eyes glazed over. He didn't need to finish the last word. Peter _couldn't_ tell Harry; knowing who... no, _what_, his father was, would destroy him.

Peter turned around, jumping in the air while he still could and beginning to swing in the only direction of what Osborn could've been talking; the church two blocks away. Church bells. That was how he could get rid of the suit.

**...**

**Okay, so, I've decided that the crossover event is being altered, and postponed. Simply put, in theory, it was brilliant. In practice, it was proving _insanely_ difficult to write, though Daredevil's cameo does still factor in with the Avengers fic. Anyway, in other news, I hope you guys liked the longer chapter, I'm going to be _trying_ to make all chapters in this fic around this length from now on; the next chapter may stand as the one and only exception, for good reason. Anyway, next chapter, Peter's finally doing what he should've done ages ago; getting rid of the symbiote. It'll also introduce the next big villain _and_ start dealing with Gwen's coping, and finding out just how she reacts to her house being destroyed. After that, time for Spidey's new suit, and a revelation for one of Peter's friends. R&R, please, no flames. B.**


	19. I Want a Way To Beat Peter Parker

Eddie Brock walked into the church in his local neighbourhood. He'd always been brought up as a strict Roman Catholic, but had basically ignored all of that for the last nine years, since he turned eighteen and ran away from the foster home he was living at to go off to college at ESU, something which had eaten up most of his late parents' cash. Since then, he'd sort of been used to generally getting by pretty well in life; he'd been working at the Bugle as a photographer since he'd arrived in New York back when he was eighteen.

Then this Parker kid had arrived on the scene. In some ways, he reminded Eddie a lot of himself when he was younger; cocky, self assured and yet somehow kind of dorky. Of course, Eddie had worked out to the degree where the last point ceased to be an issue. But this Parker kid was... _different,_ somehow.

Every time there'd been a sighting of Spider-man, to which Eddie had shown up, Parker had somehow got better snaps, despite Eddie having not seen the intern anywhere. Then, over the last forty-eight hours, after JJ had set the ultimatum for the best snaps of Spidey, Parker had got even better ones, once again beating Eddie out of a few hundred bucks.

It made him _sick_ to think that some _boy_ was outdoing him. And for the life of him, he couldn't figure out how. Which was why he'd came to the church. It wasn't exactly a proven science, but it was all he could think of.

"God, I'm here to ask you, no, beg you, to help me here." Eddie said "I need a way to beat Peter Parker.

...

Peter swung into the church tower, the suit continuing to constrict down on him. He put all his energy into moving towards the bell, feeling significant resistance. He looked down at the floor seeing a black gooey substance adhering his feet to the floor. He lifted his feet up, one by one, pulling hard, the tearing of the substance feeling as if it was his own skin being torn.

As he pulled the second of his feet up ,the left one, he staggered forward, slamming against the bell and barely catching himself from falling down to the bottom of the tower, the bell clanging loudly. As it did, a piece of the suit seemed to turn into a kind of goo and fall away from his body, down the tower. He looked at the bell for a moment before starting to hit the bell as hard as he could, the suit falling away piece by piece.

...

Eddie stood up with a start from where he was sat in the church as the bell rang, looking at his watch.

12:37. It shouldn't be chiming.

He slowly began to walk towards the door to the tower, the door creaking loudly as he opened it and walked through. He looked up above him to the bell and gasped.

Above him, was what looked like a giant black web, made of some kind of fluid substance, visibly moving about itself. What looked like more of the same substance seemed to be falling from above the web, joining onto it, with a figure visibly tearing it from itself. A man... Spider-man. No, not Spider-man.

_Parker._

Eddie opened his mouth slightly, gasping at the sight. As he did, some of the substance shot down, grabbing onto him and pulling him up into the air. He tried to make a sound, to shout for help, but the substance moved like it was alive, forcing itself into his mouth and down his throat as it slowly wrapped itself around him.

He tried to shake himself free, but the black substance was constricting around him, barely allowing enough room in his throat for him to continue breathing. He felt himself slowly weakening as the liquid cut off his circulation, restricting his movements. The last thing he saw before it finally finished covering his body was the last of the liquid falling off Parker and over his own eyes.

...

Peter slowly staggered back, feeling the sudden chill as he looked down, finding himself in his boxers. He looked at where the Goblin had stabbed him; the wound was still there, but it had stopped bleeding. His body was covered with cuts and bruises; he was barely able to stop himself wincing in pain as he ran towards the large opening at the side of the church tower, before jumping out and swinging off, heading home.

He didn't even notice the black cocoon like object suspended in a black web below him, halfway up the tower.

...

**One Minute Earlier**

Bullseye stood on the roof across from the church, his sniper rifle trained on the now costumeless Spider-man. He was just kid. Still, a contract was a contract.

He wiped beads of sweat from the black bulls eye tattoo on his forehead, his black leather trench coat billowing in the breeze. He slowly began to squeeze on the trigger of his rifle as he lined the scope up with Spider-man's head.

As he was about to make the shot, he felt a hard impact on the side of his face, knocking him down and sending his rifle clattering away. He turned around, trying to see his assailant. As he pulled out the goggles with night vision lenses, beginning to look around while pulling a desert eagle from inside his jacket, he felt a second impact, once again knocking him down.

"Show yourself!" He yelled, blood flying from his mouth where some of his teeth had been knocked loose by the impacts "Whose there?"

"You know exactly who I am." A man's voice came from behind him, prompting him to turn around, pulling off the goggles when the light in front of him nearly blinded him.

The man in front of him was wearing what looked like a red leather body suit, a double D symbol where a left breast pocket would go. On his hands were leather gloves, with matching boots, all blending with the bodysuit. Finishing off the ensemble was a red cowl, with red lenses and small horns on his head, giving him the appearance of a devil, were it not for his visible mouth, a slight amount of stubble around it. In his hands were a pair of baton like objects.

"Hey Bullseye." The man said, half smirking "Miss me?"

"Daredevil. Last I heard, you were in jail." Bullseye said "What happened to that?"

"I got a new job." Daredevil replied "My boss had my sentence commuted and my record wiped."

"Wow, sounds like he's got fingers in all the right pies." Bullseye said "I mean, if he got the guy who killed Elektra Nachios out, then-"

"We both know that was you." Daredevil said, his smirk dropping "And I brought a couple of my new co-workers to help me bring you in."

"Co-workers?" Bullseye asked before hearing a sound behind him, like a pair of thrusters.

He turned, looking at the figure hovering there. It was obviously a man, but he was in a suit of predominantly red armour, with a gold trim and gold face plate with glowing, blue eyes. There was a angular, high tech looking musculature on the armour, the biceps and musculature at the top of the legs being cast in gold. On his chest was a glowing blue triangular shape. The man raised his left hand, revealing a glowing blue circle in the palm of his hand, keeping his right by his side as he did, the energy coming from it seemingly stabilising him.

"Don't move, you're under arrest." The man said, his voice mechanically altered.

"Oh please, you're not going to shoot me, you're the good guy, Iron Man." Bullseye said, mocking the name.

"I may be, but our other co-worker, not so much." Iron Man replied, lowering his hand back to his side.

"_Other_ co-worker?" Bullseye said before feeling a sharp pain, a bullet embedding itself in the wall across from him a second later.

Bullseye fell to the floor, clutching his bleeding shoulder as he heard footsteps walking towards him. He looked up at the slowly advancing, dark figure.

The man had dark hair, a pair of black leather gloves on his hands, along with black combats and black military boots. To go along with it, he was wearing a black leather trench coat and a black t-shirt, a large white skull emblazoned on the shirt. In his right hand, a large, custom handgun was clutched.

"Bullseye, I think you know Frank Castle, or as he's known to scum like you, the Punisher." Daredevil said, smirking once again "And you also know he doesn't play as nice as I do."

"Stay the hell away from me!" Bullseye yelled as Castle slowly advanced on him, replacing the ammo clip in the gun with a fresh one.

"Sorry, no can do, we've been told to keep an eye on the kid." Castle said, his tone cold as ice "And between you and me, I'm really grateful you've given me a target on that forehead of yours."

Castle slowly raised the gun, pointing it at the tattoo on Bullseye's forehead and pulling the trigger, Bullseye's head snapping back as he slumped down to the floor... a tranquiliser dart sticking out of his head.

"I hate using those things." Castle said, switching his clip back for the proper ammunition as he began to walk off "Gives the scum a chance to get back up."

"Castle, get back here!" Iron man said, the mechanical filter being dropped as he yelled "Castle, that's an order!"

"I don't take orders from you, Stark. Not until Fury says so." Castle said as he walked off into the night, putting his gun back into his jacket as he did.

"Remind me again why he's on the team?" Iron man said, turning to Daredevil.

"Because Fury wanted him on it, unofficially, plausible deniability for if we use lethal force."

"Yeah, well, I liked it better when the weapons being used to kill were just made by me." Iron man said "Not deployed by me."

"Well then," Daredevil said, walking to the edge, firing a grappling line from the end of one of his weapons and beginning to swing off, calling back "Keep him out of the field."

**...**

**Okay, so, I did originally plan to write in Gwen's little bit with finding her house destroyed and all that, but no matter where I put it, the flow of the chapter was destroyed, even when put at the end, at which point it felt a tack on. In terms of the end / second half of the chapter, yes, that was this continuities version of the Avengers (just to let you know, this continuities team consists of Iron Man, Captain America, Thor, Black Widow, Daredevil and the Punisher), though, in the continuity, this is their second appearance, the first being in the Avengers fan fic in the works, though the Punisher makes his first appearance in the first of my Marvel fan fics (War Zone, which I still need to upload the second part of his origins, it's only going to be a four part mini-fic, leading into where he is at the start of Avengers) and Iron Man previously appearing in my fic for him. Anyway, next chapter, we find out what Peter did after leaving the church, how he dealt with loose ends and, not least of all, how things are for him _without_ the black suit. We also have another appearance by Nick Fury and a cameo by another hero, though I won't say which yet, it's a surprise. R&R, please, no flames. B.**


	20. New Beginnings

The morning after he'd got rid of the suit, Peter woke up, feeling groggy. Actually, he felt hung-over. It was something he'd only experienced once; Gwen's 16th birthday party. Flash Thompson had decided it was a little too drab so had spiked the punch bowl with some absinthe his brother had brought back from a tour of service in the military abroad... absinthe with an 80% alcohol content.

Needless to say, Peter had ended up _very_ drunk. Well, less than he would've done before he'd been bitten by that spider. Then again, he couldn't be sure of that; he'd never been drunk before that and never been drunk since. Still, how many times he'd been drunk and how he felt wasn't exactly relevant at the moment. Not after what had happened.

Not after Gwen's father had been murdered by the Goblin. Not after Peter had found out that the Goblin was Norman Osborn. Not that Peter would tell anyone that; he'd been sure to collect Norman's body and plant it, in a suit, in a back alley, making it look like a mugging, explaining away the stab wounds. He'd called the police from there and ran after that.

He _knew_ that if the police found Spider-man at the site of a killing, after the apparent murder that had been committed by him, even if it was really the Goblin who had done so. Fortunately, Captain Stacey's murder couldn't be pegged on Spider-man, not by the police, anyway. In Gwen's eyes, though, Spider-man was as guilty as the Goblin.

Peter had called her when he'd got home, making like he'd seen the explosion at her house on the news. She'd been in hysterics, not that he could blame her for it; she _had_ just seen her father getting murdered and then gone home to find that she _had_ no home. Apparently, the police had been trying to get a hold of her relatives all evening; Peter made a single call from his cell phone, asking the operator for Nick Fury, getting a very confused response from the operator, claiming that there was no such person.

The bald, eye patch wearing SHIELD director had called Peter within sixty seconds of Peter hanging up on the operator. Peter had explained what happened, and Fury had agreed to find a relative of Gwen's that would take her in. He'd been sure to cite that Peter owed him one after that, on top of the one that Peter already owed him for Fury sending the Avengers after a hitman who'd been sent after him while he'd been busy with the goblin and at the church.

Peter stood up, staggering slightly as he moved across his room, grabbing his cell phone off of the desk in the corner of the blue painted room, slipping it open. He had a text. He pressed the button to bring his texts up. He didn't recognise the number, but decided to check the text anyway; it might've just been Harry had got a new phone, wouldn't be the first time; he seemed to change them every two months, and would definitely be looking to Peter as someone to talk to in the wake of his father's death. Peter opened the text, reading it.

'Same place as last time kid. 1PM. Got something for you. And some bad news. Fury.'

Peter didn't like the sound of that; some bad news. He'd only met Fury a couple of times, and on those occasions, and on the phone the night before, Fury hadn't seemed the type to lightly call something 'bad news.' On the other hand, he was running some super hero spy agency, so maybe he thought _everything_ was bad news. There was only one way to find out.

Peter moved to his wardrobe, pulling out the slightly torn red and blue costume. Even if it did have a few tears in places, it was wearable for a quick swing to the place he was due to meet Fury at.

He quickly pulled the costume on, throwing blue jeans, a white polo shirt and a blue denim jacket into a green backpack, zipping it up before grabbing his mask and pulling it on. As he did, he moved to the window, opening it before jumping out, firing a web line at the streetlamp across the street, totally oblivious to the figure of Mary Jane stood at her bedroom window next door watching him jump out of the window and swing off.

...

Peter walked into the diner, doing up the lowest two buttons on the polo shirt as he did, covering up the neckline on his costume underneath. He looked around for a second, before clocking Fury sat in the same booth they'd been in last time they were there, across from a brown haired man whose face Peter couldn't see from his position.

As Peter approached, he saw three cups on the table; two cups of black coffee and one with cream, in front of the dark haired man. As Peter rounded the corner, he got a better look at the dark haired man.

He was Caucasian, looking to be in his mid to late twenties. He was wearing a navy blue suit with a white shirt and blue tie. On his face, was a pair of red tinted sunglasses. A cane, which Peter recognised as the style a blind man used to find his way around, was propped against the man's outside leg by the window.

"Sit down kid." The man said as Peter got close enough to hear, his voice quiet but firm, with a level of grit to it "Before people start staring at you, with that costume half hanging out."

"What?" Peter said, slightly alarmed as he sat down at the place that had apparently been allocated to him beside the man and opposite Fury, looking down and seeing the top of his costume's collar sticking out "Oh, right thanks. Hold on, how did you-"

"Just because I'm blind doesn't mean I can't see." The man said, sipping his coffee "And I can see just about everything about you, clear as day."

Peter looked at the man for a second, before looking to Fury then back at the man. After a second, he decided to ask exactly what he was thinking.

"What's that supposed to mean?" Peter said "I mean, you _can't_ be blind _and_ see, they're contradicting statements."

"Says the kid who swings on webs and clings to walls." The man said, half smirking.

"Are you two done? F***ing super heroes..." Fury said, muttering the last part under his breath, before saying "Peter Parker, this is Matt Murdoch. It's because of him, and a few others, that you made it out of that church last night."

"You're welcome." Murdoch said, sipping his coffee again.

"Yeah, great, thanks." Peter said, only half paying attention, wanting to cut to the chase "So, what's up, Fury?"

"Drink your coffee, it'll get cold." Fury said, sighing as Peter sat in place, not moving, his stare locked on Fury "Fine. You want the bad news or good news first?"

"Surprise me." Peter said, not in the mood to play games, not with how his head felt.

"Bad news it is." Fury said, taking a sip of his coffee "Well, the first part is good; we found a relative of your girlfriend's who will take her in, her mother's sister. The bad news is she lives in Paris."

"What?" Peter said "No, you can't send her off to Paris! There's got to be a way to keep her here, bring her aunt over here, something!"

"There's nothing we can do, the aunt is the nearest direct relative." Murdoch said "Trust me kid, I speak from experience, these young love things, when they end up out of your life, it hurts for a while but you get over it."

"What would you know?" Peter asked "It's not like you're a lawyer."

"Yes, I am." Murdoch said coldly.

Peter sat there, not believing he was hearing this. He didn't give a crap what the good news was now; he was still being crapped all over. The Goblin had managed to pull one last thing over him, to get the last laugh.

"Now, you want the good news or do you need time to process this?" Fury asked, waiting for a moment before saying "Earth to Parker, you there?"

"Okay, what's the good news." Peter said, half heartedly "I hope this is good."

"I think so." Fury said "I know what a state you tend to get that suit of yours' in and, well, you're not exactly going to be going back to that black one any time soon."

"Cut the crap, I'm not in the mood." Peter interjected, pausing for a moment, before sighing "I'm sorry, I'm just tired and-"

"I get it." Fury cut him off, sliding a small, square box towards Peter. "Where I'm going is I've had something made for you, by one of the companies we work with, Stark Industries. There's a scientist who works there, Dr. Richards, he's developed a kind of unstable molecule. We've made you a suit out of them, with some nanotech thrown in for good measure."

"Reed Richards?" Peter asked, picking up the box and opening it, looking at the wrist watch inside "I've read some of his work, it's good."

"You understood it?" Murdoch said, his tone showing his shock "I took a look at it and it was all _way_ over my head."

Before a response could be given, there was the sound of sirens outside. Peter looked between the two men for a second before getting up, grabbing his bag and moving towards the door.

"Don't you want to know the details, Parker?" Fury asked, cocking his one visible eyebrow.

"E-mail me them, I'll read it later." Peter said "I've got somewhere to be."

Fury watched Peter leave, knowing Murdoch could hear Peter leave. As the door closed, Fury looked at Murdoch sternly.

"You could've been a little more understanding." Fury said, narrowing his good eye.

"When did you grow a heart, Fury?" Murdoch said, getting up and walking out, tossing back as he walked through the door "It's a new one on me."

"Yeah," Fury said, sipping his coffee with a grin "me too."

….

A few minutes later, Peter was in the alley behind the diner. He pulled the box fury had given him out of his bag, opening the box and looking at the device inside. It looked like a large wrist watch, six buttons on it, two one either side, with one on the top and one of the bottom. He pulled out the note and quickly read it.

'Press the top and bottom buttons to light it up. One eye.'

Peter sighed to himself. Only one way to see how it did. He put the box back in the bag, setting it on the ground before placing the box inside. As he stood back up, he put the watch on the inside of his wrist, pressing the buttons the note had indicated. As he did, a mass of red and blue came swimming from the watch, quickly covering him. As the movement all over his body finished, he looked at the shattered bits of mirror in the dumpster outside the diner.

The bodysuit was a deep red and blue, marginally darker than his original costume, a silver-coloured web pattern over the red elements of the suit. The eyes were almost identical to the ones on the original costume too, albeit slightly narrower and with a sheen that was closer to white than those of the original costume, with black outlines around them. The red portions were in a different style to the original as well; the torso featured a red section which flowed down the chest in a similar manner to his original costume, but ending in a sharp point just below his navel, with a red belt attaching to the section there, giving it a seamless look similar to the previous suit, while the mass ended on his shoulders, with points going over ending in points on top of the outside of his biceps.

The gloves were different too, the red material starting in sharp points on the outside of his forearms and going down to his knuckles, with blue, angular squares on top of his hands while the red continued on his fore and little fingers, as well as his thumbs, the watch still visible while a dummy watch had been formed as a mirror image on the opposite wrist. Finally, the red boots started halfway up his shins, once again in sharp points, with blue streaks along the sides. To finish off the costume, a large silver spider, slightly darker than the web pattern, was on his chest, the two front legs going over his shoulders and connecting to a mirror image of it on the back, with the back legs being prevented from doing so only by the blue part in between.

Peter sighed to himself under the mask. It was different, but he'd get used to it. At least it was better than the black suit. Didn't mean Gwen would be able to stay though.

With that thought, he fired a web line, which connected to the building across the street, yanking himself into the air on it, the red and blue of the suit brightening as it hit the direct sunlight.

Below him, there were whoops, cheers and wolf whistles. To go with the sound, there were people holding up their camera phones, taking pictures and videos of the web slinger. It wouldn't be long now until all of New York knew.

Spider-man was back.

…**.**

**So, Peter's got his new suit. Yes, the idea of his suit being nanotech / unstable molecules comes from, in no small part, Spider-man Unlimited, because, let's face it, it's an awesome concept. The tech will be, as time goes on, augmented, but to begin with, the only additional functions it has is a form of light adaptive camouflage which brightens or darkens the reds and blues of the suit to help it stand out or blend in to the environment, albeit as a bit of a power hog, as well as a night vision and thermal vision function. So yeah, R&R, please, no flames. B.**


	21. Forgive me Father, for I Have Sinned

May Parker sat at her desk at the medical centre she volunteered at as a receptionist, typing away at her keyboard, trying to re-arrange the doctors' duty schedules so there weren't any conflicts. Well, less conflicts. After a few moments, there was a sudden burst of the summer breeze outside, followed by the sound of the door slamming. She looked up to see who had just walked in.

Stood there was a man in his mid to late thirties, his hair shaved with a very dark hairline poking through slightly, a stubbly beard on his face. He had blue eyes and a few small scars dotting his face. He was wearing a long beige trench coat with patches which had been stitched back together or even replaced, along with a pair of navy blue trousers and black military boots. He was leaning on a black cane with the paint chipped in some places, using it to walk slowly to the desk.

"Can I help you, sir?" May said, smiling warmly at the man.

"Yeah." The man said, his voice rasping "I'm Mac Gargan, I have an appointment with Dr. Stillwell at 4: 30. Is he ready for me yet?"

"Let me check." May said, tapping a few keys before looking back up at Gargan "He's still in with his last patient. Please, have a seat."

Gargan nodded and slowly moved to the green chair in the corner, taking a seat then picking up a magazine, beginning to absent mindedly flick through it. After a moment, a young man in his mid to late twenties with long blond hair in a purple shirt, brown trench coat and jeans with a pair of converse came walking out of Stillwell's office, followed by the doctor in his 40s with a receding red hairline, flecked with grey, with a goatee that matched.

"Well Quentin, I'll go over the results of today's session and see I can find the results we're looking for, give us a good starting point for our next one. Same time next week?" Stillwell said, waving the young man off before turning to Gargan "Mr. Gargan, would you like to come through?"

"Yes I would." Gargan snapped, before coughing as he stood up and slowly moved over to Stillwell's office, following the doctor inside and being ushered into a chair by the doctor's desk.

"So then, Mr. Gargan, or was it Captain?" Stillwell said, picking up the chart and flicking through it "I was slightly confused as to which you preferred last time we spoke."

"Well, I got pulled out of my job as head of security over at Fisk Industries after my injury." Gargan rasped, tapping his left leg with his cane "You can thank Spider-man and that 'Green Goblin' for that."

"Yes, I recall you saying." Stillwell said, jotting a few things down on his chart "To compound that, you were diagnosed with lung cancer eighteen months ago, correct?"

"Yeah." Gargan said, before coughing, adding "Could kill me any day now."

"Well, sounds like you have a problem then." Stillwell said, a smile slowly forming on his face "What would you say if I could make it go away?"

…..

Peter swung through the city, flipping and spinning in mid air as he released each web line before firing the next. After a moment, he reached the high school building, clinging to the wall before quickly dropping down to the ground in the alley. As he flipped up onto the roof, he pressed a control on the silver device on his left wrist, his red and blue suit quickly reverting to an incoherent mass of red and blue, which retreated inside the watch, leaving him in his blue t-shirt, grey hooded jacket, jeans and black converse.

He pulled the strap of his backpack that was hanging loose over his shoulder as he walked out of the alley. He looked around for a second before clocking Harry walking over to a limo, apparently there to pick him up. Peter wasn't that late back, was he?

"Hey, Harry." Peter called, jogging slightly in an attempt to catch Harry before he jumped in the limo "Harry!"

Harry barely glanced at him as he got into the limo, before it sped away, kicking up dirt and exhaust fumes as it did, leaving Peter stood on his own.

"Shutting you out too, huh?" Came the voice of Mary Jane from behind him.

"He just lost his dad, what do you expect?" Peter brushed her off, turning and walking towards the school.

"You know, you're allowed to do your own mourning over your losses too, Peter." She said as she jogged to keep up with his strides "Peter. Peter. Peter, will you look at me when I'm talking to you?"

"What?" Peter snapped, stopping and turning to face her "You want me to say that everything's getting to me? That my uncle dying then my girlfriend having to move to Paris after her dad died and having my best friend shut me out after his dad died? Fine, it's getting to me, happy?"

"You're not the only one he's shutting out, Peter." Mary Jane said "He's even shut out Liz, and they were meant to be dating. But then, you've been too busy recently to know that, haven't you? What is it you get up to?"

"Work." Peter lied, badly.

"If you're going to lie to me, at least make it convincing." Mary Jane said, as Peter began to walk away, calling after him "What's the matter, cat got your tongue, _Spider-man?"_

Peter froze. How did she know? Had he missed something? Had she seen him when he'd come back from the church? Or later? He knew her room faced directly onto his… how had he not considered that, all those times he'd gone swinging out of his bedroom window?

"I don't know what you're talking about." He lied, just as badly as the last time "I'm not exactly the super hero type, I'm just some nerdy kid from Queens."

"Who I saw swinging out of his bedroom window in red and blue tights the other day while pulling on a, frankly, tatty mask." Mary Jane said, smiling in a manner that he presumed was her best attempt at 'sweetly.'

"How long have you known?" He said quietly, moving closer so only she could hear him.

"Well, I kind of found it weird that you disappeared right before Spidey showed up to fight that Goblin guy, and then came back seconds after Spidey swung off." She said "But when you went swinging out in that costume of yours while I was at the window last week, yeah, that was when it all clicked."

He sighed to himself. Now that she knew, there was no making her un-know. Well, Fury probably had a… No, no way of making her un-know. As he considered what to do, the school bell rang.

"So, can you take me swinging?" She asked, her tone slightly excited, as Peter began to walk towards the school building.

"No." He replied simply.

"What about wall crawling?" She asked, her tone slightly calmer this time.

"No." He said again.

"What about-" She began.

"Mary Jane, if you have to ask, then it's a no." He cut her off.

"MJ." She corrected him "My friends call me MJ."

"I didn't know we were friends." He said, half smirking "I thought you were just the crazy naked girl in the towel who wanted to take advantage of my naivety."

She said, nothing, instead grinning as she hit him in the stomach before they walked into the science classroom.

…..

In the church by the Queens borough bridge, NYPD Lieutenant Stanley Carter walked slowly through the old building. After a moment, he walked over to the confessional and stepped inside, sitting down.

"Forgive me father, for I have sinned." He said, his tone cold and detached "It has been three days since my last confession. In that time I have engaged in sexual relations out of wedlock, I have harmed my fellow man, and I have even killed."

Silence.

"Father?" Stanley said, looking towards the tightly thatched wall, giving little more than a silhouette of the priest on the other side "Father?"

There was no response. After pausing for a second, Stanley tapped on the wall. Nothing.

He stood and exited the confessional, pulling back the curtain on the other side that obstructed the priest from his view. He gasped in horror at the sight.

The priest looked like he had been mauled by some kind of animal, his clothes torn, and his flesh ripped as if by a shark's teeth. The priest was being held in place by some kind of black webbing, some of his wounds dressed in makeshift bandages made of the same substance.

Stanley backed away slowly, before bumping into something solid, falling to the floor, scrambling for the gun in his brown suit jacket. As he managed to raise the gun in front of him towards the solid object, he slowly lowered the gun as he stood up.

In front of him was a young man, around six foot four, maybe in his mid-twenties, barely older than Stanley's own son, with dirty blonde hair and piercing blue eyes. He was wearing a pair of black jeans, black boots, a tight black t-shirt and a black leather jacket. The young man's face was covered in a thing layer of sweat and looked gaunt and sickly, as if he were malnourished, but his build and apparent physique ruled that out.

"H…Help me." The young man said, his voice shaky "Please, I don't want to hurt you, I just-"

Before the young man could finish his sentence, he screamed in pain. It wasn't like anything Stanley had heard before. It was primal, like some kind of animal, but unlike any animal Stanley had heard before.

"Run!" The young man yelled, his voice rasping.

Without thinking, Stanley moved towards the young man, slowly bending down to try and help him up. As he did, he noticed some kind of movement. It wasn't the younger man… It was his _clothes._

Stanley backed away slowly as the younger man's clothes reformed into a skin tight bodysuit, slowly forming a kind of mask over the man's head as a white spider with long legs appeared on the man's back, the legs going under his arms, a white, rounded-edge square on the top of each of the man's hands. The man slowly stood up, turning to face Stanley, who barely stifled a shock at the large, white, angular eyes that seemed to have their edges moving as if liquid.

"What the hell…" Stanley said, backing away and falling back to the ground.

"I told you to run." The black clad figure said as it slowly advanced, a thin mouth with shark-like teeth appearing in the mask as it spoke "You should've listened."

Stanley barely got out a scream as the creature dived at him, it's mouth open, revealing the large teeth and a long tongue for the split second before Stanley saw no more.

…**..**

**Okay, so this is chapter 21, hope you liked it and sorry it's so short. I had intended to make it a bit longer, but this somehow felt right. Initially, I had Eddie Brock as the patient before Gargan (who will be becoming Scorpion very soon, but it was important to me to make him feel like less of a villain than a victim of circumstance, hope that came across okay), but decided to make the patient Quentin Beck AKA Mysterio instead. Mary Jane knowing Peter's secret was alluded to last chapter, but I only decided while writing this one to have her admit it, initially, I was going to have her feign ignorance for a while, but this way works better in my overarching scheme, muahaha. As for Stanley Carter, he was the Sin Eater in the comics, who was involved in the story which got Eddie Brock fired from the Daily Bugle, so I figured he made an appropriate victim for Venom. Anyways, R&R, please, no flames. B.**


End file.
